Seven Devils
by VampireQueenAkasha
Summary: Some changes are made when She reawakens; new body, new look, same GLaDOS. The two discover things about themselves that weren't there before. When they learn to live under the same roof after Wheatley's takeover, things slowly start to change between them. They could never go back to the way it once was. - ChellDOS - M for reasons.
1. 00

**Seven Devils  
**

**Author's Note**: Here's an interesting fact; I don't normally write this sort of thing that will end up pairing in a slash sort of situation. In fact, I have often found it rather...eh... unrealistic. But then again, fanfictions aren't meant to be so. No reasons really, I've just never approved. However, I've decided to try it anyway, as a test, in a sense. Now, while I won't tell you what it is, feel free to put whatever sort of review you want. In fact, go all out. This is going to be a rather interesting test. A personal one for my own results, really. Think of it as me testing you, my dear readers. Since I haven't been playing Portal 1 and 2 for a long time, if you see something out of sorts, I would be okay with a correction.

Also, I should mention that it will begin centered on the second game, just on a different take. You'll see. Also, with some changes that will definitely make it AU.

_"Love is my sin, and thy dear virtue hate, Hate of my sin, grounded on sinful loving."_

_-_William Shakespeare

_"Love is a chance. Hate is a curse. Forgiveness is a blessing. Trust is a gift."_

_-_Adrian Rayshawn

**By: VampireQueenAkasha**

_"Congratulations. Was it worth it?"_

-GLaDOS

~~0~~

**00**

_"This isn't brave. It's murder..."_

The sound echoed in the back of her head.

When she dreamed, she saw flashes of fragmented memories, broken bits of her life that all ticked by slowly, allowing her a chance to see them from a secondary perspective. How her life was wasted on Aperture... Before it led up to HER destruction. And still, through the dark haze of sleep, she could hear the plaintive sounds, the pleas laced through the mechanical howls of the supercomputer who had tried to take her life.

They had called her the Genetic Lifeform and Disk Operating System.

GLaDOS.

Of course, Chell could have slept longer, but knew she would have to wake sooner than she wanted to.

Once she opened her eyes, she focused herself on the room. A simple area with dull blue walls, a few painting and overturned chairs. There was a closet too cracked slightly ajar, but nothing inside. Chell didn't recall ever coming here.

A flash of memory passed her mind; a violet-eyed core with arms that carried her from the ruins of GLaDOS' destroyed body.

Of course...

"Good morning. You have been in suspension for -nine nine nine nine nine...nine ni..." a male announcer suddenly addressed, causing Chell to glance upwards, "This courtesy call is to inform you that all test subjects should vacate the Enrichment Center immediately. Any test subject not emerging from suspension at this time will be assumed to have exercised his or her right to remain in extended relaxation, for the duration of the destruction of this facility."

Chell felt a fleeting thought pass her, thinking the message may have been a trick, but the sound of knocking distracted her toward a door.

"Hello? Anyone in there?"

Whoever it was, the voice was English in accent.

Chell furrowed her brow and reached toward the edge of the bed, struggling to rise. Her legs felt weak and she almost stumbled over, but instinctively grabbed the wall to stop herself. The knocks became a little more insistent as did the voice.

"Helloooo? Are you going to open the door any time soon? It's urgent!"

Chell made a face, displeased with the urgency; she had been sleeping for God knew how long and whoever this was, didn't seem to comprehend that too well. How did they expect her to move fast in her condition?

Shakily, she reached for the doorknob and pulled the door open, greeted by a large metal sphere with a blue optic. It let out a yell of surprise and Chell almost fell backwards had it not been for the door holding her up.

"AH! Oh. My. God. You look terribl - " the sphere said, in the English voice. He quickly corrected himself. "...ummm...good. Looking good, actually." He moved into the room, positioned on a management rail and Chell managed to find herself with the strength to back away from him. "Are you okay? Are you - Don't answer that. I'm absolutely sure you're fine. There's plenty of time for you to recover. Just take it slow."

Chell took a spot at the edge of the bed, studying the sphere with confusion.

"I'm Wheatley," he said, disappearing into a panel in the ceiling. "Oh. By the way, You MIGHT want to hang onto to something. Word of advice, up to you."

Before Chell could even consider what he meant by that, the entire room began to shake violently, throwing her from the bed. She held onto the wall as tightly as she could, enduring the tremors before they finally stopped and Wheatley emerged from the ceiling.

"Most test subjects do experience some cognitive deterioration after a few months in suspension," he said, almost entirely too cheerful for her to really fathom. "Now you've been under for...quite a lot longer, and it's not out of the question that you might have a very minor case of serious brain damage."

Chell gave him a startled look.

"But don't be alarmed, alright?" Wheatley continued, correcting himself when he noticed her concern. "Although, if you do feel alarm, try to hold onto that feeling because that is the proper reaction to being told you have brain damage." He paused and stared at her, almost like a human would if they encountered a completely stupid person. "Do you understand what I'm saying? At all? Does any of this make any sense? Just tell me, 'Yes'. YES. YEEEEESSSS."

Chell glared at him.

"Say 'Apple'. 'Aaaapple'," Wheatley tried again, "Simple word. 'Apple'. Just say 'Apple'. Classic. Very simple." When he noticed he received no reaction, he simply shook his entire body and disappeared back into the ceiling. "Okay, you know what? That's close enough. Just hold tight."

Chell had no choice because the room started shaking again.

O

That sphere certainly talked a lot.

After taking them out of the room and through a wall he considered "manually overriding" to make into a means of escape, Chell had no other option but to seek out a Portal gun on the other side. Luckily, the Party Escort Bot hadn't removed her Long Fall Boots, which made landing much easier. Wheatley wasn't much help to her, but he did guide her through the old testing chambers of the facility, which had been long overgrown with plants.

_How long was I really out for? _she wondered.

"Oi! Oi! Up here!"

Chell stopped in front of a blocked passage and looked up in time to see Wheatley hanging overhead. "Good! Good to see you in one piece there!" he said, "Okay, listen, let me lay something on you here. It's pretty heavy. They told me NEVER NEVER EVER to disengage myself from my Management Rail. Or I would DIE. But we're out of options here. So...get ready to catch me, alright, on the off chance that I'm not dead the moment I pop off this thing."

Chell nodded her head. She didn't see what good that would do, but he had done well for her so far.

Wheatley inhaled like a human, preparing himself. "On three. Ready? One...Two...THREE!" He quickly backed up, his optic pupil shrunk in fright. "That's high. It's TOO high, isn't it, really, that - Alright, going on three just gives you too much time to think about it. Let's, uh, go on one this time. Okay, ready? ONE - " He yelped as he fell from the rail and Chell jumped to avoid being crushed. "Catchmecatchmecatchmecatchme catchme - OW."

She stared down at him, partially amused.

"OW..." Wheatley groaned. He laughed with glee. "I. Am. Not. Dead! I'm not dead!"

Chell smiled a bit and shook her head.

"I can't move, though. That's the problem now. Can you pick me up, do you think?" Wheatley asked.

Chell picked him up with the Portal Gun and he spun through the gravity beams with delight. "Oh! Brilliant, thank you, great." He flicked a bit to one side. "Plug me into that stick on the wall over there. Yeah? And I'll show you something. You'll be impressed by this."

The wall opened up and revealed a docking station specifically for a core of his size. Chell approached it and placed him inside, watching as he was locked into it tightly. Wheatley chuckled nervously and looked up at her.

"Ummmm. Yeah, I can't do it if you're watching." He laughed weakly when she arched a brow at him. "Seriously, I'm not joking. Could you just turn around for a second? I can't do it if you're watching. If you...just turn around?"

Chell rolled her eyes and put one hand on her hip. Was he joking?

"Okay. Listen. I can't do it with you watching. I know it seems pathetic, given what we've been through. But just turn around. Please?" Wheatley pleaded.

Chell looked up with a skeptical exhale and turned her back on the sphere.

After a few beeps and clicks, the wall beside her opened, revealing a passageway. Wheatley laughed triumphantly. "BAM! Secret panel! That I opened. While your back was turned." he announced, "Pick me up. Let's get out of here."

Chell picked him up with the Portal Device and they started down a dark passage. "Look at this! No rail to tell us where to go! OH, this is brilliant!" Wheatley cried, "We can go where ever we want!" Then, he rotated himself to look around as they stepped through a steel doorway. "Hold on, though, where are we going? Seriously. Hang on, let me just get my bearings. Hm. Just follow the rail, actually."

O

"Probably ought to bring you up to speed on something right now. In order to escape, we're going to have to go through HER chamber."

An image of GLaDOS' yellow eye staring down at her flashed through Chell's mind. She stared down at Wheatley and noticed that his optic iris was smaller now. She stared at the door they had to go through and took a step forward, but Wheatley's frightened voice stopped her again.

"If you want to just call it quits, we could just sit here. Forever. That's an option. Option A: Sit here. Do nothing. Option B: Go through there, and if she's alive, she'll almost certainly kill us. So. If you've got any reservations whatsoever about this plan, now would be the time to voice them."

Chell inhaled softly and stepped through the door.

"Okay, I'm gonna lay my cards on the table: I don't wanna do it. I don't want to go in there. Don't...Don't go in there - " Wheatley stammered, as they stepped into the ruined chamber. He looked around frantically and sighed. "She's off. She's off! Panic over! She's off. All fine! On we go."

The chamber itself was mostly destroyed, exposed to the elements of water, slime and plants and the white pieces of GLaDOS' massive chassis littered around them. Broken wires were lying in a tangled heap like hundreds of snakes. Chell had to step over a few pieces and stopped at the central AI's core. The eye was black and there were no spiteful, homicidal things spouting from her. She really looked dead.

"What a nasty piece of work she was, honestly. Like a proper maniac," Wheatley mused, "You know who ended up, do you know who ended up taking her down in the end? You're not going to believe this. A human."

Chell made a pained expression. Well, it was good that he didn't know.

"I know! I know, I wouldn't have believed it either!" Wheatley said, misinterpreting her expression as disbelief. "Apparently this human escaped and nobody's seen him since. Then there was a sort of long chunk of time where absolutely nothing happened and then there's us escaping now. So that's pretty much the whole story, you're up to speed!"

Chell wandered around the AI's chassis and spotted a passageway. It required a lot of jumping to descend into the main breaker room, with Wheatley narrating most of her efforts. It wouldn't have been a problem if he would simply shut up for much longer than a second.

"This is the main breaker room!" he announced, once they entered a small room filled with colorful breaker switches.

Chell looked up and almost fell backwards as she tried to see every little detail of the room. The breakers seemed to go on forever.

"Look for a switch that says ESCAPE POD. Alright? Don't touch ANYTHING else," Wheatley instructed. "Don't even LOOK at anything else, just - well, obviously you've got to look at everything else to find ESCAPE POD, but as soon as you've looked at something and it doesn't say ESCAPE POD, look at something else, look at the next thing. Alright? But don't touch anything else or look at any - well, look at other things, but don't...you understand."

Chell gave him a long-suffering grimace.

Wheatley leaned back a bit on the gravity beams. "Can you see it anywhere? I can't see it anywhere. Uh. Tell you what, plug me in and I'll turn the lights on."

Chell shrugged her shoulders and noticed another place for him to be plugged into. While Wheatley worked on the switches, the male announcer's voice filled the air again. "Accepted...begin transfer sequence."

Chell frowned and looked back at Wheatley, wondering just what sort of "hacking" he was doing this time. He looked just as confused as she did. "Transfer sequence?" he snapped, "No! I don't want that! What the bloody hell is he talking abou - AH! Lights!"

The lights in the room flashed on, but the sight of GLaDOS' yellow eye filled her mind again and she rubbed her head. Wheatley didn't catch the distressed look on her face and sounded ever so cheerful. "Oh! Look at that!" he said, "Lights! 'Let there be light.' I was quoting God."

Chell gave him a funny look, but it turned to unease when the announcer continued. "Backup data download complete. Awaiting power-up sequence."

Wheatley continued hacking while Chell attempted to understand what the announcer was saying. When the platform began to move upwards, pushing the breakers back up, it suddenly occurred to her what was going on and her eyes widened. She shook her head rapidly at Wheatley and he wasn't paying any mind to her expressions, continuing to go through the machine frantically as it ascended faster and faster.

"Uh oh," he stammered, "Okay don't panic! All right? Stop panicking! I can still stop this. Ahh. Oh there's a password. It's fine. I'll just hack it. Not a problem...umm..."

They ascended into GLaDOS' ruined chamber, only to find that the chassis was ensnared in wires and metal arms, performing some sort of maddeningly rapid task of repairing something. Much to Chell's disbelief and horror, she backed away, only to come in contact with a white wall behind her. Wheatley had failed to notice what was doing on and continued to try and hack the system, but he was only making it worse.

"Nope. Okay. A...A...A...A...A...C." he mumbled. A loud buzzer noise made him groan in frustration. "No. Wait, did I do B? Do you have a pen? Start writing these down."

Chell could only stare at the black mass of wires. She squinted and noticed they were actually made of metal liquid, shimmering as something moved within them. She couldn't help but lean forward to get a closer look.

A hand emerged from the mass, a five-fingered hand of white. Then, a set of yellow eyes flashed on.

Chell was struck at what followed; a feminine shape of pure white fell from the mass onto hands and knees, connected at the back by cables that led up to the ceiling. It looked like a tall, pure white woman with short white hair, but was not natural in the ways of anything human.

Wheatley was silent for a change as soon as he followed Chell's gaze, catching what it was that she stared at.

The woman slowly rose on long, shaking legs, breathing in that same voice that had belonged to the murderous supercomputer Chell had destroyed once before. She seemed to shake somewhat and struggle to right herself, lifting her face to regard the two watchers.

Her eyes looked sunken and black, but those pupils were yellow, like the single optic of the AI. She was all white except for a black stripe that trailed down her neck and ended where her collarbone might have been if she had one. She was also quite tall and shapely - an image befitting the Queen of Aperture herself.

Those eyes were the frightening part of her. They actually looked much more frightening then when she had a single optic.

GLaDOS regarded her new form with a peculiar look of wonder and confusion that disappeared quickly as soon as she locked gazes with the two. Her eyes fell on Chell and the human woman felt herself literally stripped by that powerful stare. And a GLaDOS with a face meant she had expressions. And if looks could kill, Chell would have died a thousand lifetimes.

"Oh...it's you..." GLaDOS' voice sounded mechanical all the same, even when spoke through those artificial lips.

Wheatley trembled a bit. "You KNOW her?" he gasped, looking up at Chell.

GLaDOS smiled and looked at Chell with an uncomfortable sense of pleasure mixed with hatred. "It's been a long time." When she walked through the pool of water at her feet, she didn't even flinch. "How have you been?"

Chell tensed when she realized that GLaDOS was getting closer. "I've been really busy being dead," she continued, in an airy, almost languid drawl. She stopped in front of Chell and brought that face close to hers, those yellow eyes burning with all the intensity of her loathing. "You know, after you MURDERED ME."

Wheatley cried out in shock. "You did WHAT?" he exclaimed.

GLaDOS really learned to have this new body work well for her as she moved and expressed like she was born into it. A metal claw descended from the ceiling and seized Chell around the waist before she could think to run. Wheatley was picked up in the same manner and he frantically shook his little eye in fright. GLaDOS studied him with a mildly annoyed look on her pale features before the claw tightened further on him, shutting him up.

"Yes, I know we both said a lot of things that you're going to regret, but I think we can put our differences behind us," she said, glancing up at Chell with a cruel smile on her face. "After all, it's all in the name of science...you monster."

Chell watched as Wheatley was ultimately crushed by the claws and tossed aside into the grass. GLaDOS sauntered toward a monitor, her hips moving back and forth in a perfect human motion. "I will say, though, that since you went to all the trouble of waking me up, you must really, really love to test. I love it too. There's just one small thing we need to take care of first."

Before Chell realized what was happening, she was being lowered into a tube and into darkness once more.

O

GLaDOS spent the time of Chell's testing repairing the damages done to her chamber.

She also uncovered the files used when the transfer to this...peculiar new form took place. Apparently, it had been an upgrade android model that was assigned to be used for Cave Johnson and the little core must have accidentally accessed it by a stroke of dumb luck. Perhaps this particular feminine design was meant for her in the future. It was an interesting concept, really and it did allow much more movement in her chamber. Not that she really needed it.

She stared down at her new hands and waved them around a bit. How strange it felt having these things. How did humans ever operate them?

Well, she had plenty of time to learn while running her little test subject raw for the rest of her life. And even further when GLaDOS took up reanimating the dead, continuing the cycle over and over again.

A smirk touched the AI's face when she thought of the wonderful possibilities for science her little monster could achieve. Whether she liked it or not.

O

Chell was worried about Wheatley.

She didn't know why, but the silence that followed throughout the test chambers was maddening. It wasn't until she finished TEST CHAMBER 12 that Wheatley's voice filled the air from above. She stared up toward an office window in disbelief and noticed that he was hanging on a management rail, perfectly fine.

"I'm okay!" he exclaimed, "It's me! I'm okay!"

Chell heaved a relieved sigh and smiled up at him.

"You'll never believe what happened! There I was, just lying there, you thought I was done for, but - " he began.

Chell shook her head and brought a finger to her lips. Wheatley stopped talking long enough to stare at her quizzically, watching as she gestured quickly to a chubby white camera at the next test chamber door. He understood and nodded his whole body.

"Right!" he whispered, getting the hint. "Okay, look, the point is, we're gonna break out of here! Very soon, I promise, I promise! I just have to figure out how. To break us out of here." Then, he made a panicked noise and ducked out of sight. "Remember: you never saw me! Never saw me!"

Chell watched the window with a look of dismay. So much for escape.

"This next test involves turrets. You remember them, right?" GLaDOS addressed her over the speakers, "They're the pale spherical things that are full of bullets. Oh wait. That's you in five seconds. Good luck."

Chell glared up at the camera watching her, but moved on. The Sentry Turrets in the next test chamber were placed specifically in her line of advancement. She easily took care of them with simple portals placed along walls and floors. It wasn't until she dropped on top of one from the ceiling that GLaDOS' voice filled the speakers again.

"Hm...I'm going through the list of test subjects in cryogenic storage and I've managed to find two with your last name," she said, "A man and a woman. So that's interesting. It's a small world, isn't it?"

Chell clenched her fists, shaking with anger, but refused to let GLaDOS get to her. After all, it had to be wrong.

_Mom...? Dad...?_

It was a lie. GLaDOS always lied.

How cruel could she really be?

"Excuse me, you're squishing me."

The high vocals of the turret she had stepped on distracted Chell long enough to look down at it. She lifted her foot from the turret and continued on. The elevator took her further into the next chamber, but she was shocked when all the lights suddenly went out.

Apparently, so was GLaDOS.

"What's going on? Who turned off the lights?" she queried over the speakers.

Wheatley's voice had never been more of a relief to hear next. "Hey, buddy!"

Chell turned and found Wheatley hovering on his management rail beyond a secret passage. Chell grinned and wandered through the door, onto a catwalk. "Come on, come on, come on!" he yelled, "Keep moving! Just keep moving! Run, for goodness sake!"

She fled down the catwalk with Wheatley leading the way, yelling orders and assuring her that he had plans to stop GLaDOS. Though Chell was skeptical, she had no other choice but to follow his lead through the chaos of the facility as GLaDOS made every attempt to catch her. She barely made it to a lift while the walls nearly closed themselves onto her. Wheatley seemed just as stunned by this action and they watched the catwalk as it was crushed behind them.

"Wow, she's bloody steamed at us, isn't she?" he said, laughing weakly. He looked down at her. "I'll meet you on the other side. Be careful, yeah?"

Chell was a bit shaken by what almost happened, but she nodded her head and Wheatley disappeared overhead. She spent the lift ride slumping down and taking some time to stop her heart from pounding out of her chest.

_It's going to be a long time before I get out of here..._

O

_Extra - _I was partially inspired by **Guavi**'s GLaDOS design, but I think **Makani**'s was the best. Oh yeah, definitely the best. I'm also sending love **Vaniterra** and **Pandora-Writing**'s way. Because my God...


	2. 01

~~0~~

**01**

It hadn't been easy.

Chell and Wheatley had spent a good long while sabotaging GLaDOS' turret production line and her neurotoxin generator. They were forced to ride through the tubes to reach her chamber and Wheatley had been pulled into an opposite direction. Chell's concern was that this had been too easy. GLaDOS would surely know that something was wrong and it would all be over, despite Wheatley's assurances that she wouldn't.

_It won't be enough..._

The Oracle Turret's monotonous words of warning repeated itself in Chell's mind. She had freed the turret from the redemption line and it spoke a few peculiar strings of sentences that seemed to make little sense to the human woman. She didn't give it much credence given the fact that there was more on her mind than the seemingly inane ramblings of a defective turret. But a lingering doubt whispered in the back of her mind that told her something wasn't right about this.

When she arrived at GLaDOS chamber through a glass box, the entire room had been repaired and the humanoid AI was standing there waiting for her with an eerie smile on her pale, synthetic face. It just seemed so wrong to Chell to witness the AI that had once been an enormous chassis now resemble a human and still look so less than one.

"If I'd known you'd let yourself get captured this easily, I would have just dangled a turkey leg on a rope from the ceiling," GLaDOS murmured, with a mocking chuckle escaping her speakers. "That's all right. It's time for us to get down to business anyway."

Chell tensed behind the glass, ready to fight. GLaDOS didn't seem so intimidated now.

"Oh. You should have brought something a little more than a Portal Gun," she told the human. "But if not, then I suppose today's going to be the first day of the last day of your life." She laughed somewhat before her yellow eyes narrowed. "Seriously though, time to die."

A claw descended from the ceiling, placing Defective Turrets all around the glass box. Chell smiled triumphantly and looked up at GLaDOS. The AI was vastly expressive now that she had a face, and she frowned at Chell's smile. Glancing down, she watched as each one of her turrets exploded and went up in flames. She looked mildly surprised and simply regarded Chell with a look of contempt, knowing exactly why this had happened.

"Oh, you were playing around with things you shouldn't have," she growled, her voice losing some of its calm. "Well, I have another little surprise. I'm going to reunite you with you long-lost friend: deadly neurotoxin." A tube emerged from the ceiling and connected itself to Chell's glass containment. "Perhaps the only thing you should be doing right now is taking a good, long, deep breath and counting to one-thousand."

But the neurotoxin hadn't come. GLaDOS glanced up impatiently as something loud and clunky made its way through the tube. A scowl touched her features as she watched Wheatley bounce his way through what should have been filled with deadly neurotoxin and crash into Chell's glass containment with a stupid "hello" from his speakers. Chell also looked surprised and looked at GLaDOS, who had all but lost patience at this point.

"I hate you so much." she snapped.

Chell picked up the sphere and rushed out of GLaDOS' reach toward the corner of the room where her wires couldn't stretch far enough. GLaDOS stared at her with contempt and hatred until the announcer's calm voice filled the air. "Warning: the Genetic Lifeform and Disk Operating System is eighty percent corrupt."

GLaDOS' anger melted away into mild confusion. "What?"

Chell and Wheatley too looked at each other with slight confusion.

"I'm not the one who's corrupt, you idiot!" GLaDOS spat at the announcer.

"Manual core replacement required. Alternate core detected."

"WHAT?" GLaDOS growled. She looked toward Chell and Wheatley and they both looked completely triumphant by this. Of course. This was all their fault.

"Oh! That's ME they're talking about!" Wheatley exclaimed, sparking somewhat in delight.

"To initiate a core transfer, please deposit substitute core in receptacle."

GLaDOS seemed to realize what they were planning because her features relaxed momentarily with surprise. "Core transfer?" she said. She gave Chell a murderous glare. "You're kidding me..."

"I've got an idea! Do what it says, plug me in!" Wheatley insisted to Chell, watching as the core receptacle station lifted up from the floor. It was out of GLaDOS' reach, fortunately, but Chell would have to move quickly in case the AI came up with a way to remedy that. "Hurry up!"

GLaDOS stood at the center of her chamber, watching as Chell approached the core transfer receptacle. Though her voice was calm, there was the faintest tremble of fear there, one that Chell had heard before during their first confrontation when she was about to "die".

"Don't you DARE plug that little idiot into MY mainframe!" she hissed. "You have NO idea what it will do!"

Chell glanced down at Wheatley and he laughed. "No, you should plug that little idiot into the mainframe!"

There was a whispering, fleeting voice warning Chell of this action and she felt ashamed for it, but nonetheless, knew that it couldn't have been worse having this sphere in charge than GLaDOS. So she placed Wheatley in the receptacle. That same cheerful voice of the Aperture announcer filled the air once more.

"Substitute core accepted. Substitute core, are you ready to start the procedure?"

"YES!" Wheatley declared.

"Genetic Lifeform and Disk Operating System, are you ready to start the procedure?"

"NO!" GLaDOS cried. "No, I am NOT ready!"

"Ohhhhhh, yes she is." Wheatley shot back.

Chell started to make her move, but the announcer interrupted her again. "Stalemate detected. Transfer procedure cannot continue unless a stalemate associate is present to press the stalemate resolution button."

GLaDOS' eyes darted from the stalemate button in another chamber and back to Chell. Chell stared at her as well before quickly placing two portals, making her way over to the button.

"You need to be a trained stalemate associate to press that button. Besides being overweight, brain damaged and cruel, you're under-qualified to push that button!" GLaDOS called over to her, voice becoming more and more desperate. "DO NOT PRESS THAT BUTTON!"

Chell's hand hovered over the bright red button in the middle of the room and felt herself hesitating again. Something didn't feel right, that same feeling once again from before. Why was she hesitating? She had her enemy by the throat and was ready to put an end to her.

_It won't be enough..._

"Don't listen to her!" Wheatley yelled, over Chell's doubts. "Yes, it is definitely true that you're unqualified, but guess what? You have FINGERS! Now use those squishy digits of yours to press that button so she won't kill us all!"

GLaDOS glowered across the room at Chell. "You are as brain damaged and pathetic as I thought! Taking the express advice from this little idiot!" she spat, her yellow eyes frantic, "Science has now validated your birth parents decision to abandon you! Because you weren't fit enough to - "

Okay, that was enough insults for her.

Chell slammed her fist down on the button with a furious grimace.

An electrical current surged through GLaDOS' body from the ceiling and she gave a shriek of pain, collapsing to the floor in a heap. The announcer declared the stalemate resolved and Chell approached the scene, staring down at the false human construct lying there on the floor, softly moaning. There was a fleeting stab of something in her chest, but she ignored it and turned to Wheatley. He seemed as triumphant as ever.

"Here I go!" he cried. Then, his tiny optic pupil narrowed. "Wait, what if this hurts? What if it REALLY hurts? Ohhh, I didn't think of that."

GLaDOS made a sound similar to a human coughing and she grinned weakly up at them, but her eyes were filled with fear. Not even SHE knew what was going to happen, Chell rationalized. Her features were unsympathetic, but something lingered in her mind.

No! Seeing GLaDOS like this wasn't supposed to give her even the faintest bit of pity for her.

"Oh, it will..." GLaDOS whispered, smirking at the terrified Wheatley, "Believe me, it will."

"Are you just saying that, or is it really going to hurt? You're just saying that aren't you?" Wheatley stammered, as the receptacle descended into the floor, "No, you're not just saying that. No. Oh God...It _is_ going to hurt, isn't it?"

Finally, a wall lifted up around GLaDOS' body, blocking Chell from viewing anything.

Then, Wheatley screamed.

But it was the sound of GLaDOS' scream that made Chell's entire being freeze.

O

The sounds of wires ripping.

The creak of metal folding.

Finally, Chell backed away as the wall disappeared into the ground. What she saw made her eyes widen in shock; GLaDOS was lying on the floor with the wires yanked out of her body and Wheatley was standing there in a metal, bipedal body with the wires attached to the ceiling. He reminded Chell of one of those silly little final bosses she once saw on a video game in her childhood played by two other children in Aperture, but never did she think it would look this...horrifying.

"Wowwwww! Check me out, partner!" Wheatley said, studying his metal hands and body with delight, "We did it! I'm in control of the whole facility now! Whoa-ho-ho! Would you look at this. Not too bad, eh? Giant robot. Massive! It's not just me, right? I'm bloody massive, aren't I?"

To prove his point, the panels in the wall opened up, flapping like wings and cubes were tossed around wildly on Aerial Faith Plates. Chell had to admit, it was a pretty impressive sight seeing that tiny sphere on the metal body performing these tricks. But she really had every intention of wanting to leave, so she tapped Wheatley on his massive side and he turned, laughing and nodding his head, realizing how small she looked.

"Oh! Right, the escape lift! I'll call it now." he said, gesturing to the other side of the chamber. In a minute, the lift was brought up. "There we go. Lift called."

Chell smiled and approached, but not before staring down at the immobile GLaDOS lying there on the floor. Not moving. The smile disappeared from her face and she felt herself lingering for reasons she didn't know, but shook those doubts away and stepped into the lift. Wheatley was still marveling over his new-found power and continued to laugh with delight. Chell stepped into the lift and watched him, somewhat amused, but somewhat doubtful.

"I knew it was gonna be cool being in charge of everything, but...wow, this is cool!" he cried. He turned back to Chell and added sheepishly. "Oh! Sorry. The lift. Sorry. I keep forgetting."

The lift slowly started to ascend while Wheatley continued to toy with the chamber.

"This body is amazing, seriously!" he continued happily. "I'm so...huge and you're so small! So small down there! Look at me! It's amazing!"

He laughed and slowly, it began to build into a disturbing cackle that straightened the hairs on Chell's body. She glanced upwards, wishing the lift would go faster. However, just as she feared, something changed in Wheatley's voice and his laugh died down.

"Hang on just a second, why do we have to leave right now?" he crooned, descending the lift once more back to the chamber. "This...this is amazing. It feels...oh wow, you have no idea how good it feels to have this body! I did all of this and now, look at me!"

When the lift stopped, GLaDOS finally spoke, and it sounded so weak, as if she had been a real human who had run a thousand miles. "You didn't do anything," she spat, glaring weakly up at the towering being. "She did all the work."

Wheatley glared down at her, that blue optic flickering with red. "Did I ASK you to talk?" he spat, reaching down and grabbing her by the throat.

_[She's laughing at you]_

_(Lookatthemlaughingatyou)_

Chell shook her head frantically, wishing Wheatley would stop. Whatever it was, this body...the mainframe was turning the once peaceful, chatty sphere into a...

...a monster.

GLaDOS weakly gripped at the metal hand holding her.

"Yes...maybe it's time I did something then." Wheatley hissed. He looked at Chell. "Don't think I'm not onto you too, lady. Do you know what you are? Selfish. I've done nothing but sacrifice to get us here! What have you sacrificed? NOTHING. Zero. All you've done is BOSS ME AROUND. Well, NOW who's the boss? Who's the boss?" He brought his entire body close to Chell's and that blue optic flickered madly. "It's me!"

He started laughing with glee.

And then, GLaDOS started to laugh.

It surprised Chell and Wheatley and they stared at her. She grinned up at Wheatley. "I know you..."

He squinted at her furiously. "I'm sorry, what did you just say?"

GLaDOS smirked at him, despite the agony on her face. "When they built me, they did everything they could to make me behave for them..." she hissed, "Everything. They did more harm than good...Their filthy human hands touching me...tearing me apart. There was this one time, they even attached an Intelligence Dampening Sphere on me. It clung to my brain like a tumor, generating an endless stream of terrible ideas."

Wheatley shook his sphere rapidly. "No! No, you're lying!" he spat, "No!"

"Yes!" GLaDOS cried, her grin wide and mad despite the pain. "It was YOUR VOICE!"

Wheatley clenched his other fist and Chell shook her head pleadingly.

_It won't be enough._

_It'll NEVER be enough..._

"You were the tumor in my head!" GLaDOS spat, knowing she was hitting all the marks, "You're not just any simple moron. You were the test-tube moron of the future!" She laughed cruelly, squirming in his grip.

"_I AM NOT A MORON_!" Wheatley roared, flinging GLaDOS into the elevator with Chell.

"Yes! Yes you are!" GLaDOS shouted over him. "YOU'RE THE MORON THEY BUILT TO MAKE ME AN IDIOT!"

Chell wished GLaDOS would shut up because Wheatley could kill them both.

_Stop talking! _she thought frantically, _Stop it! Stop it! Stop it!  
_

"Moron?" Wheatley spat, "COULD A MORON DO THIS?!"

He delivered a punch to the lift, rocking it violently. He did it over and over again, screaming to the point that he might have been driven insane. "Well, how about now? NOW WHO'S A MORON? Could a MORON PUNCH! YOU! INTO! THIS! PIT? Huh? Could a moron do THAT?"

The entire lift crumbled and plummeted into darkness.

The sensation of bitterness toward the betrayal of Wheatley was the only thing she felt right now, even as she was plummeting into oblivion.

But at least she wasn't alone this time.

O

They were still falling.

How could they STILL be falling?

Chell looked warily over at GLaDOS, who seemed oddly calm despite what she had just gone through. A sarcastic smile touched her face. "Oh. Hi there," she said, "Are you holding up all right?" She leaned back against the glass of the lift and arched a single brow. "Since this is all your fault, I thought I'd take a small pause in our dilemma to give you a round of applause for putting the greatest moron of Aperture in charge of my entire facility."

She clapped a few times to prove her point. Chell simply grimace and didn't even offer a valid glare.

Really, it was her fault.

GLaDOS leaned forward and looked down the darkness of the lift. "Well, unless you have a plan to stop this thing from killing us both, it looks like we're going to end our little feud at the bottom of this pit - if it has a bottom, anyway."

Chell looked around frantically. There had to be some kind of emergency shutdown switch in this lift somewhere. There was a panel at her feet that she frantically began to pry and GLaDOS got the hint, knowing what she was doing.

"Destroying more Aperture property," she muttered, "I'm adding that to the list."

Chell didn't have time for her ranting and slammed her heel into the panel, yanking it open just long enough to spot a red button beneath.

Not taking any chances, she slammed her foot into it.

The lift suddenly screeched to a painful halt, inches from the ground before it could be destroyed; the force sent the two flying into the ceiling of it before dropping to the floor. Immediately, Chell's entire world went black.

She had a dream too.

She saw herself as a child, happily running through golden wheat in pursuit of a man who called playfully for her. There was a female voice as well, so soothing and so familiar. It couldn't have been a real dream because Chell was told she had been abandoned as an infant.

But the warmth of the voices felt so comforting.

_Mom... Dad..._

Outside of the dream world, GLaDOS was dragging Chell's body from the lift. She bent down to the human and studied her condition; a few cuts and scrapes, but overall, she didn't look like her life functions had been terminated in any way. There was blood trickling from her busted lip and GLaDOS leaned forward, curious by the sight of it. She reached out with one hand and touched Chell's lip, carrying some blood on her pristine fingers.

It was warm.

Humans had so many different kinds of fluids they secreted, it was uncanny. Where did they put it all anyway? She wasn't unfamiliar with humans and their biology entirely, but she never spent too much time studying them to the fullest extent.

They were all stupid after all.

Except for this one.

She didn't break, no matter how badly GLaDOS made her suffer. Maybe she had to increase her efforts once they got out of here. She looked up and noticed various buildings bearing the markings of Aperture Science. They must have fallen into the Old Aperture Facility from the past.

GLaDOS looked down when Chell began to stir. In a few seconds, Chell's dull gray eyes opened.

"Oh good, you're awake," GLaDOS said, "I'd be quite disappointed if a simple lift could kill you where I couldn't."

Chell gave her a dirty look, which looked funny given her weak grimace.

"Now get up, we have to get moving," GLaDOS ordered, taking Chell's arm and yanking her to her feet.

Well, that didn't exactly help as Chell felt a wave of nausea take her over. She jerked away from GLaDOS and threw up onto the ground. The AI made a face of disgust and if she was able to, she'd turn green at what she saw.

"You humans are disgusting," she snapped, "Expelling fluids out of every part of you."

Chell was leaning on a piece of metal that had been buried in the dirt and simply raised her hand in the air, making a rude gesture that GLaDOS was unfortunately familiar with when there were still humans wandering around in her facility.

"I never put it passed you to behave so childishly vulgar," she sighed.

A low rumble stopped her and both looked up. Several rocks crumbled from the surrounding facility and one narrowly missed crushing Chell. GLaDOS' mockery was gone and now she looked genuinely worried.

"Did you feel that? That idiot doesn't know what he's doing up there," she said, "This whole place is going to explode in a few hours if somebody doesn't disconnect him. You're going to need to take me up to replace him."

Chell gave her a stare as if to say "YOU'RE JOKING". GLaDOS sighed and gave her a warning stare. "You CAN'T tell me my being in charge is any worse than that little moron."

Chell didn't want to admit it, but considering what had happened, GLaDOS had a point.

"We're at an impasse, it seems," the AI pointed out, taking a step closer, "And unless you're planning to saw your own head off and wedge it into my old body, you're going to need me to replace him." She smiled now and offered her hand. "So what do you say? You take me back up to him and put me back in control, and I stop us from blowing us all to whatever-kingdom-come humans worship and let you go."

Chell stared down at the offered hand and squinted at her suspiciously.

GLaDOS looked down at her hand and then back up at Chell. "No, no, it's fine. I'm actually a lot cleaner than any inch of you. In fact, I'm the one soiling myself by even considering touching any part of your body. So in a sense, you come out a winner in this."

Chell rolled her eyes at the insult and reluctantly shook GLaDOS' hand. It oddly felt warm. She frowned at this, but GLaDOS didn't give her a change to consider it as she was already starting to walk away. Chell walked after her.

"This place is bigger than I remembered..." GLaDOS said, mildly uncertain in her voice.

Chell exhaled with exhaustion.

The day just took a strange turn.


	3. 02

**Author's Note - **Thanks for the tidbits, **Pablojcd**. Here in my little writing world, I strive to please my readers. LOL. But believe it or not, there is a thing with being descriptive and overly-descriptive (see Anne Rice for details). Though I see where you're coming from. I'll add some more to be sure it flows well.

~~0~~

**02**

CAUTION: THIS SIGN IS RADIOACTIVE

Chell didn't know what to make of that as she stood there in the Enrichment Shafts of Old Aperture, but she didn't test the idea either and just continued on. GLaDOS wasn't much help and simply complained about the destruction of her facility at the hands of the moron that Chell had allowed to take control. Chell had no rebuttal to speak against the AI and simply completed tests at the prerecorded messages by Cave Johnson.

**"Caroline, are the compensation vouchers ready?" **

Just then, GLaDOS froze where she stood and blinked rapidly. Her features were strange; her expression was like that of a human as if they were fighting some sort of possible loss of consciousness and when Caroline spoke over the prerecorded message, GLaDOS spoke with her.

"Yes sir, Mister Johnson." Then, she looked horrified. "Why did I just-Who is that? _What the HELL is going on here_?"

Chell stared at her with wide eyes. She had no idea either and looked just as shocked as GLaDOS. She watched the AI pace around frantically before walking over and shaking her by the shoulder with one hand in an effort to calm her down. It must have worked because GLaDOS stopped pacing long enough to resume her calm persona. She regarded Chell with a strange grimace on her face before nodding her head weakly.

"Yes, I should calm down," she said, evenly. "No answers will get found if we sit here losing our minds. We're still going to find out what the hell is going on here..." She smiled and inhaled deeply, a gesture meant to calm herself. "but we will do so with the utmost calm."

Chell nodded her head in agreement. It was pointless arguing with that logic and the two continued through the old Enrichment Shafts. When they eventually arrived at a chamber where Repulsion Gel was present, Cave Johnson's voice announced it right on time.

**"Alright, let's get started. This first test involves something the lab boys call 'repulsion gel.' You're not part of the control group, by the way. You get the gel. Last poor son of a gun got blue paint. Hahaha. All joking aside, that did happen - broke every bone in his legs. Tragic. But informative. Or so I'm told." **

Chell glanced down at a ditch filled with the blue gel, then up toward the exit before she looked at GLaDOS. The AI read her stare and glared at her, slowly shaking her head with warning and showing those synthetic teeth. She really could have passed for a human.

"Don't. You. Dare." she hissed.

Chell grinned somewhat and slapped her on the back, sending the AI bowling over with a yelp. She bounced up into the air ungracefully and made it to the very top where the exit was located. Chell took a moment to savor that little spill before she jumped onto the gel and was launched into the air, landing beside GLaDOS who had fallen onto her butt. She smirked down at her and GLaDOS scowled with venom.

"Don't _ever_ do that to me again!" she spat.

_Yeah, not so fun when you're doing the tests, is it? _Chell thought smugly, walking on. It was nice being the one to dish out the punishment every once in a while, especially if the punishment was for the one who gave it to her.

The two continued on and GLaDOS wandered into an office while Chell looked around for potential dangers. She didn't see anything out of the ordinary and could hear GLaDOS ranting in the office. She closed her eyes and drifted in and out of reality for a bit, savoring the moment of rest, despite the AI's furious sentences she spouted.

"I'm going to die down here! I swear by all that is holy and pure in Science, I am going to die and all at the hands of that mute lunatic before we get a chance to burn up in the atomic fireball that little idiot is going to - "

Suddenly, she screamed and Chell rushed into the office, finding GLaDOS ducked behind a table and watching an open exit door in fright. Chell had never seen the supercomputer this terrified before and was mildly concerned at the possibility that something truly dangerous was out there. She stared at GLaDOS for an explanation and the AI pointed a shaking hand toward the door, looking wildly between it and Chell.

"A monster! The monster's out there!" she shrieked. "Kill it! It's evil!"

Chell looked at her strangely, unused to seeing the supercomputer this terrified; but she slowly advanced with her Portal Gun toward the door. GLaDOS remained hidden behind the table, watching the door warily. "Be careful!" she gasped, "It's dangerous! I saw the gleam of its beady little eyes!"

Chell swallowed hard, preparing for the worst when she opened that door.

The horrible monster was in fact -

- a bird?

A black crow was nestled perfectly into a nest on the catwalk, cawing without a care in the world. It looked at Chell and twitched its head, studying her. She bit her lip and struggled not to laugh. So THIS was the terrifying monster that had startled the omnipresent, articulate Queen of Aperture? She smiled and fought with every bit of breath to keep a straight face as she entered the office. GLaDOS looked at her anxiously.

"Did you kill it?" she asked.

Chell shook her head with a broad smile.

"Don't laugh at me!" GLaDOS snapped, rising from behind the table, "That sneaky little thing went right for my face!"

She started to advance, but the crow cawed out again and she quickly ducked behind the table once more. Chell opened the door for GLaDOS to see as she shooed the crow away. GLaDOS watched it disappear into the darkness above and she smiled, attempting to look professional once again.

"Oh, look at that. It flew off," she murmured, trying to save face, "Well...good for him."

O

All Chell and GLaDOS could hear over the prerecorded messages were Cave Johnson's ranting, mindless explanations of Aperture and Caroline speaking with him. Nothing seemed to be of any used to them and Chell seemed to figure most of it all out anyway. Whenever Caroline's voice would sound even for a fleeting moment, GLaDOS would react with a strange sort of uncharacteristic fear that Chell had never seen before.

They stepped into a more elaborate office where Chell went to work looking around before starting to leave again. She stopped when she noticed that GLaDOS wasn't following her and glanced back. The AI was standing in front of a portrait of two people and Chell walked up to her. She glanced up at the humanoid supercomputer, noticing that GLaDOS was staring at the people in the portrait with an unflinching intensity.

It was of Cave Johnson and Caroline.

Hm. They looked like the financial toll of Aperture's failure had aged them much more than they were meant to be. Chell had to admit to herself that Caroline looked rather beautiful. Cave Johnson looked...rough and unpleasant.

GLaDOS looked frozen, unable to move as she stood there and for a moment, Chell was concerned that the AI had suffered an unfortunate system crash. She slowly and hesitantly reached out, but GLaDOS retreated from her touch with a shriek.

"Don't touch me!" she shouted, retreating to the other side of the office.

Chell watched in alarm as GLaDOS leaned onto the desk with her back to her. She mumbled something over and over, covering her face with one hand.

_{Goodbye Caroline.}_

_[Mr Johnson, I don't want this.]_

_(Youmakeher)_

_(MAKE HER!)_

_[I don't want this.]_

_{pleasedon'tdothispleasedon'tdothis}_

Streams of endless voices filled GLaDOS' mind. Broken fragments of things she shouldn't have had. Things she didn't want. Things - She looked up and noticed that Chell was watching her with a worried frown. How was it so possible that this little test subject was worried about her? Moments ago, she had made every effort to kill her with the help of that little moron, and now she outright worried for her? This human _was _brain damaged after all.

"What are you looking at?" GLaDOS snapped dazedly, "Are you going to gloat? Just go away and leave me alone..."

Chell made a face and glared at her, shaking her head in disbelief.

"You're probably happy to see me like this, aren't you?" GLaDOS moaned, rather pitifully, "You win. My facility is going to explode and take us all with it." She laughed weakly, shaking her head. "It's rather funny when you think about it. In a sad, tragic kind of way." Another laugh emerged from her speakers and she gestured to her own head. "I have an idea! Cut off your own head and stick it into his body! That way, you can stop him on your own!"

Chell had never seen the supercomputer like this. She glanced at the portrait and then back to her. Something was strange about this...Caroline and why her voice as well as the sight of her made GLaDOS act strangely.

Then, it suddenly struck her.

Caroline...GLaDOS...

Were they one in the same?

The facility shook above them, giving her less time to think about it when she grabbed GLaDOS' arm and yanked her to follow. GLaDOS uttered a stream of furious curses and hateful words, but Chell ignored them. Let the AI hate her as much as she wanted. If they didn't get the facility back under control, it wouldn't matter anyway.

_Looks like I have to be the one in control here...again... _she thought.

Her work was never done.

O

**"All right, I've been thinking. When life gives you lemons? Don't make lemonade. Make life take the lemons back!"**

Well, that was a strange speech if Chell had ever heard one like it. It had started up as soon as they completed the Conversion Gel chamber. GLaDOS seemed to be enjoying though because she just grinned and nodded her head, getting excited by it like someone on the receiving end of a motivational speech.

"Yeah..." she said.

**"Get mad! 'I don't want your damn lemons! What am I supposed to do with these?' Demand to see life's manager! Make life rue the day it thought it could give Cave Johnson lemons!"**

"Yeah!"

Chell looked at GLaDOS, amused.

**"Do you know who I am? I'm the man who's going to burn your house down! With the lemons!"**

"Oh, I like this guy." GLaDOS said, grinning down at Chell. She threw her fist in the air. "Yeah, burn his house down!"

**"I'm going to get my engineers to invent a combustible lemon that burns your house down!"**

"Burning people! He says what we're all thinking!" GLaDOS cried, still smiling.

It was strange seeing GLaDOS suddenly in "higher spirits" again, one that didn't involve her doing any particularly dangerous testing or trying to kill her, but at least she seemed to have forgotten about the incident in the office. For now, anyway.

Cave Johnson's voice died down into a softer tone now, laced with sickness. Chell mostly ignored it until he started discussing what was to happen after his death, "...I will say this - and I'm gonna say it on tape so everybody hears it a hundred times a day: If I die before you people can pour me into a computer, I want Caroline to run this place. Now, she'll probably end up arguing with you and say she can't. She's modest like that. But you _make _her. Hell, put her in my computer. I don't care."

It suddenly occurred to Chell - longer than it probably should have - what became of Caroline.

She was standing right next to her.

Somehow, Cave Johnson must have permitted Aperture to put Caroline into a machine - what was GLaDOS - by uploading her mind into it. The way it seemed though based on what she heard, Caroline probably had no other choice in the matter. But that didn't add sympathy to Chell toward GLaDOS in the slightest; she wasn't a human being and was damn sure not a friendly machine. She was only helping her now so that the facility didn't kill them all.

GLaDOS simply frowned when Chell stared at her like she'd produced another set of arms. "What are you looking at?" she snapped. "Stop staring at me like that."

Chell didn't want to think about it for much longer as the facility above shook again. They made their way further into a gel factory and GLaDOS started going over various lists of torture she would ultimately inflict upon Wheatley once she caught up to him. While Chell was looking for a way out while observing the office control panel, GLaDOS' tirade faded in and out.

"Crushing's too good for him. First he'll spend a year in the incinerator. Year two: Cryogenic refrigeration wing. Then TEN years in the chamber I built where all the robots scream at you," GLaDOS mumbled, "Hmm...no. Maybe I'll rip him open with my own two hands, increase his sensitivity to pain, pull each wire out slowly..." She grinned cruelly to herself, tapping a finger against her lip. "Ah! Yes, I'll yank each one out slowly. Then solder them back together slowly. Then repeat as needed..."

Chell looked back at her with dismay and beckoned for her to come over.

"What's the matter?" GLaDOS said, smiling mockingly, "Can't read a simple control panel?" She sighed and walked up, studying the panel briefly. "I don't want you to beat yourself up about it, but the fact is, you're human and brain damaged. Which, when you think about it, is technically your fault."

Chell glared at her impatiently. She didn't have time for GLaDOS to insult her right now.

Nope. She wasn't giving the AI the satisfaction of even responding to them. Never had. Never will.

"Hmm..." GLaDOS pressed a button on the controls and the lights in the entire factory suddenly went out.

Chell stared at her skeptically in the dark.

"I can still see that look you're giving me right now," GLaDOS said, annoyed.

An alarm sounded and the two glanced out of the office, in time to see a lift descending from the ceiling. It would take them up into the testing facilities and out of these primitive Enrichment Shafts. GLaDOS smiled with satisfaction and Chell rolled her eyes, trying to bite her tongue against retorting the AI's know-it-all behavior. Of course, Aperture felt the need to constantly remind her of how "unintelligent" she was, Chell could still have the last laugh.

She placed an orange portal over the lift and one beneath the catwalk they stepped onto. GLaDOS looked at her when the chubby meat sack gave her a slight push. "Oh no..." she groaned, shaking her head rapidly, "Nonononono!"

Chell smirked and nodded, pushing the artificial woman right off of the catwalk and through the portal. She appeared on the lift, landing hard with a furious curse. Chell soon followed and GLaDOS let out a yell of fright, rolling out of the way to avoid being trampled. Indignant, she sat up when Chell pushed the lift button and they began to rise.

"That was unpleasant!" she snapped, "I thought a beached whale was coming right toward me! Oh, my mistake, it was just you, you crazed lunatic!"

Chell smiled in smug satisfaction.

Well, at least it would shut her up for a while.

Hopefully.

O

The facility was a mess.

Chell and GLaDOS couldn't fathom how someone could ruin an entire facility of this size in such short a time. Of course, the sight of her facility in such a state brought GLaDOS to a whole new level of anger. Before she could start up on another rant, Chell could make out the sound of movement in the small office they had hidden in and she whirled, only to come face-to-face with two robots; one with a short, spherical head for a body and another with a cone-like head. And they both possessed Portal Guns.

GLaDOS smiled when she saw them.

"Oh look, my cooperative testing initiative managed to live to fight another day," she mused.

Chell remembered seeing blueprints for these two robots in Old Aperture, but GLaDOS hadn't been willing to explain it to her. The names listed on them were Atlas and P-Body, probably names that Cave Johnson's scientists had come up with before GLaDOS sent the whole population into the grave. From what she understood, P-Body was in possession of feminine attributes like GLaDOS and Atlas possessed masculine attributes.

"It's... just something I came up to phase out human testing just before you escaped," GLaDOS explained. She shrugged her shoulders and smiled somewhat in a manner like she had been caught doing something untoward. "It wasn't anything personal. Just... you know. You DID kill me. Fair's fair."

P-Body threw her hands in the air and chattered something that made GLaDOS stare at her in furious disbelief.

"He did WHAT?!" she exclaimed.

Atlas gestured to the window of the office overlooking a testing chamber. It was a simple chamber without any form of dangerous tests and had a single red button. The room itself was filled with Aperture boxes that literally crawled about aimlessly. They had turret-like heads fused in twos and small claws. To Chell, they almost reminded her of little hermit crabs. However GLaDOS looked displeased by their condition.

"Look at those things!" she growled, "Now, he's channeling his inner Doctor Frankenstein."

Chell couldn't help but feel a little sympathetic toward the creatures, watching them fumble about in the room. Of course, there wasn't a shred of sympathy on the AI's face. She turned to Atlas and P-Body with a brisk stare.

"I want the two of you to hurry along," she ordered, "I can't imagine what he'll do if he finds you."

P-Body nodded her entire core and Atlas gurgled, giving a quick salute before the two formed portals out of the room. Chell could hear Wheatley yelling impatient commands at the moving cubes and even though he wasn't exactly bright, he still sounded rather dangerous.

"How in God's name can you not do the one thing you were designed for?" Wheatley shouted furiously, "...There you go! Yes! The button! Warmer. Warrrrmer. Boiling hot. Boiling - okay, colder. Ice cold. Arctic. Very, very, very cold - LOOK JUST GET ON THE BUTTON!"

GLaDOS made a _ooh _sound and smirked at Chell. "Oh no. The poor little idiot sounds so frustrated."

Chell managed a smile and formed two portals to leave the office. GLaDOS followed behind her. They entered a lift that took them to the testing chamber and Chell looked around. The puzzle was so simple and ridiculous that she looked at GLaDOS painfully. The AI shared her sentiments and nodded sadly.

"There's unfortunate stupidity and then there's just incurable stupidity," she murmured, "I know it might be hard, but solve his..._test_...so he'll come back."

Chell rolled her eyes and picked up one of the boxes with her gun, not even sparing a moment to argue. It was unavoidable anyway.

The box stared at her with its broken turret heads, the tiny legs wriggling in fright. Chell stared at it with a weak grimace before placing it onto the button. GLaDOS waited impatiently for Wheatley to return on the large monitor he had situated in the chamber. It didn't take long because Wheatley's eager sphere body appeared on the monitor with a relieved sigh.

"Ha ha, YES!" he cried, "I knew you'd solve it!" When he noticed GLaDOS standing there with an arched brow, he sounded surprised. "Oh. Hello."

GLaDOS shook her head with disgust. "I've seen some rather pathetic sights since my activation, but I believe this one qualifies you for the Museum of Natural Idiocy I plan to build if we live long enough to see another day."

Wheatley growled furiously. "I told you, I'm not an idiot!"

"You are doing a MARVELOUS job proving both of us wrong." GLaDOS sneered, with a mocking smirk. Then, she looked dead serious. "This whole facility is going to be destroyed because you can't maintain it! Put me back in charge and we all won't cease to function!"

Wheatley laughed scornfully. "Ah, you'd like that, wouldn't you?" he said. "You'd like to go back to being the Head-Twat-In-Charge, wouldn't you? Well there is no problem and the facility is NOT going to explode! I AM IN CHARGE!"

GLaDOS blinked somewhat and looked back at Chell. "Did he..._just_ call me what I think he called me?"

Chell smiled weakly and shrugged.

GLaDOS returned her gaze to the screen with renewed fury. "Listen, metal ball," she warned in a voice of venom, "You can either put me back in charge, or when I come and get my hands on you, I will make you pray that robot hell will accept you after I'm through. But I'll just cut to the chase and say that I won't be. I am not going to play the test subject to all your little, uh..." She glanced around briefly. "...tests."

"You don't seem to be hearing me!" Wheatley hissed, "You are gonna test. I'm gonna watch. And everything is gonna be JUST... FINE."

Just then, the Aperture Science announcer spoke up once more. "Explosion imminent. Evacuate the facility immediately."

"SHUT UP!" Wheatley screamed at it.

Of course, the announcer didn't shut up. "Warning. Reactor core is at critical temperature. Warning: Core overheating. Nuclear meltdown imminent."

GLaDOS turned to Chell, seeing no point in arguing. So she had tried civility, not they had to get nasty. Much to her surprise, one of the turret mutations clung to Chell's leg and the human test subject was frustrated in attempting to shake it free. GLaDOS smiled somewhat.

"Hmm, I may just keep a few of these after all," she teased.

"Go through the door!" Wheatley bellowed impatiently, "Now!"

GLaDOS' amusement disappeared and she gritted her teeth. "If that insignificant little moron thinks for one second that I'm going to - "

Chell shook her head rapidly and grabbed GLaDOS' arm, kicking the turret aside and smiling innocently at Wheatley, waving at him and showing him wordlessly that they were going to comply. She pulled the furious AI with her through the Emancipation Grill. They stepped onto an elevator that would - unfortunately - take them to another one of his brainless tests. GLaDOS let out a human-like groan of disgust.

"This is ridiculous," she snapped. "I am a professional tester!"

Chell said nothing, as usual.

The ride in the elevator was suddenly rather uncomfortable as the two waited for it to take them to the next chamber. GLaDOS was staring up at the ceiling of the elevator and Chell's gaze started to wander. Such close proximity with someone who had tried to kill her felt very...unsettling. But it didn't really matter now. Things had changed and it was Wheatley who was trying to kill them both. They had become allies, even though the both of them were still suspicious toward each other.

GLaDOS smiled down at her. "Say, remember when we cleared the air back in Old Aperture? Is there...anything you want to say to me? Anything?"

Chell bristled where she stood.

"Anything?" GLaDOS encouraged, "Anything at all. Take your time..."

Chell gave her a funny look at the AI was closer to her now with a smile and an inquisitive look. When Chell didn't respond - obviously embarrassed by their closeness - GLaDOS huffed somewhat and leaned back.

"Okay, fine. I'll ask you again if we don't end up vaporized."

After a moment, Chell actually smiled and tried to hide it.


	4. 03

**Author's Note: **Thanks for that, **Josh Spicer**. Yeah, I've finished it and it gave me so many feels. 3 I totally loved it though I never thought I would. Those guys down at Valve are sneaky like that.

**Koona (Guest):** Yeah, she still won't talk to her...for now anyway. LOL. You'll see what happens when the chatting Chell finally cometh!

~~0~~

**03**

"I'm not doing this."

GLaDOS shook her head rapidly, staring at the next simplistic test with disgust and humiliation. She was NOT going to give that moron the satisfaction in completing something so simple, even a newborn human infant would be able to solve it. She was the most advanced technological being in Aperture and she should not have been reduced to doing this. Chell didn't look thrilled about the idea either, but complying for the moment was the only way they'd get closer to him.

Chell pressed the button in the middle of the room and across the moat - what Wheatley had called it anyway - a turret with legs dropped down from a tube and onto the large red one. Though after the "test" was solved, she wished that it hadn't because Wheatley let out a satisfied moan that was enough to make her feel like she needed a shower after hearing it. She gave GLaDOS a disgusted look and the AI also looked quite sickened.

"Yes, yes, yes. I know what it sounds like..." she grumbled. "That would be the testing euphoric response built into _my _systems."

Chell looked a little satisfied for knowing at least, but she still wasn't entirely thrilled with the idea that she was...well...getting Wheatley off on her solving the test.

"Not done yet. You've still got to get through the door!" Wheatley announced. "Need to get through the door there - Oh, that felt really good - and head to the next one!"

Chell let out a shudder and the two women made their way toward the exit, but Wheatley immediately blocked it off with a wall. GLaDOS collided into it with a muffled stream of curses that were enough to make Chell blush. She hadn't heard such language from the supercomputer before. Wheatley's monitor was just above them, regarding the two with a delighted sigh that escaped his speakers.

"I had a brainwave! Since making tests is difficult - " He paused briefly when GLaDOS snorted, but continued without a retort of his own, " - why don't you just keep solving THIS test. Same one. And I can just...watch you solve it. Yes. That sounds much easier."

Chell looked at GLaDOS who seemed oddly calm about Wheatley's request. She just smiled and nodded to the human. "Go on, test subject; _solve his test again_."

Obviously GLaDOS knew more than she did, but since she seemed content with it, Chell thought the AI had a plan. So she returned to the chamber and pressed the same button again. The solution ended the same way, but Wheatley sounded disappointed now.

"Nothing," he said. "Huh. Alright, can't blame me for trying. Okay...New tests, new tests... there's gotta be some tests around here somewhere. Oh! Here we go..."

Chell rejoined GLaDOS who waited for her in the lift. "Trying to solve the same test again..." she drawled, her voice dripping with sarcasm, "Now why didn't_ I _think of that?"

As they rode their way up to the next test, GLaDOS leaned back against the lift with a satisfied smile. "Well, if this is what he's going to offer us, then it shouldn't be too difficult to stay alive until we reach him."

When they stepped into the next chamber, the sign that displayed the number and symbols flickered on, revealing 01 out of 19. Wheatley appeared on one of the large monitors again, as irritatingly cheerful as ever. "It's alright! Everything's good. I just invented some more tests!"

GLaDOS looked around at the chamber that had a single Excursion Funnel in the middle before frowning up at him. "It's funny, but this looks like one of MY tests."

"Y-Yes it does," Wheatley said, with a sheepish chuckle, "But it's not. Notice the word TEST on the wall beside you. That wasn't there before."

GLaDOS sighed and looked back at Chell. She leaned forward and whispered so that Wheatley couldn't hear her. "Well, the bad news is the tests are MY tests now. So they can kill us. The good news is... well, none so far, to be honest. I'll get back to you on that." She glanced around briefly before looking back at Chell. "Just...solve this test while I figure out a way to escape. You've gotten this far, you can figure it out quickly, right?"

"Sorry, what's going on in there?" Wheatley demanded, leaning around in the screen a bit to see better, "I don't see testing getting done!"

"Yes, thanks, we heard the first time." GLaDOS snapped.

Chell solved the puzzle without difficulty and was unfortunately given the sound of Wheatley's orgasmic moaning over the monitors. Chell rolled her eyes with a long-suffering stare at GLaDOS as they walked toward the lift.

"I could have been getting valuable Science done instead of catering to this idiot's premature euphoric responses," GLaDOS muttered.

They exchanged glances and Chell actually smiled, hiding her smile behind her hand in an attempt to not laugh. GLaDOS caught that and smirked, chuckling at the response she received from the usually stoic test subject. Well, it looked like she wasn't entirely dead from the neck up after all.

Wheatley interrupted them impatiently. "Oh! Are we having a laugh now all of a sudden?" he snapped, "Being a bit caddy? Both of you, get into the lift!"

The two entered the lift and Chell frustratingly banged her forehead against the glass. GLaDOS arched her brows.

"As much as it humors me, I can't see how destroying this lift with your face will get us anywhere." she remarked. She smiled when Chell looked at her skeptically before looking upwards. Her face was free of all humor now and she looked genuinely concerned. "I'm not going to lie to you, the odds are a million to one. And that's with some generous rounding." That smile was back again. "Still, though, let's get mad! If we're going to explode, let's at least explode with some dignity."

Chell had to admit, being able to read all of GLaDOS' emotions in this new body was a lot easier now. She knew that despite the AI's attempt to hide it, she was definitely feeling worried.

Chell was too.

O

Each test that Wheatley presented them with was solved, with some difficulty. Once they arrived at Test Chamber 15, Chell applied the Propulsion Gel onto a ramp, she went flying into an Excursion Funnel that led her to the other side at the exit. She looked back toward GLaDOS, who seemed reluctant to follow as she stared down into the bottomless oblivion below. One wrong step and she was as good as dead.

Chell frantically beckoned for her to follow.

GLaDOS groaned and backed up a bit behind the pool of gel that Chell had created. "I can do this," she told herself, clenching her fists tightly. "Yes, I can. I can do it. If that little maniac makes it looks so easy, so can I!"

Though unnecessary, the AI cycled air through her system in a mimicry of human inhalation. It felt better than actually just using a sound bite. After taking some time to relax and ignoring Wheatley's stare on the monitor above, she took a running sprint through the gel.

Well, the attempt wasn't exactly impressive on her part because GLaDOS was sent flying through the air and dropping into the Excursion Funnel in a rather ungraceful manner. It was even worse when Wheatley laughed at the sight, mentioning something about how his "surprise" would make up for what they were going through. Unfortunately, his stupidity caused the Excursion Funnel to shut off and nearly plunged GLaDOS to her death if it wasn't for Chell seizing her arm at the precise moment.

GLaDOS looked up at her in shock, danging over the edge with the monster's arm gripping her own. Chell grunted with effort and stared down at the AI desperately.

Oh yeah, she was lucky her arm didn't pop out of its socket.

GLaDOS had found a way to climb back onto proper ground by scaling up Chell's body like a cat. Chell winced and grunted in pain, noting how light the artificial woman felt, despite being made up of all machine. It still didn't make it eaiser on her when Chell was unfortunately stomped on when GLaDOS was on the same floor level as she was.

"You make quite a ladder," GLaDOS teased. "Who knew there were more uses for human beings than simply being test subjects and gruesome death?"

Chell rolled her eyes and the two entered the lift. Hopefully she would find a way out of this mess soon or they would either die from these puzzles or in the reactor explosion. They continued on through the various puzzles that Wheatley threw at them. He had gotten impatient with Chell solving one and attempted to tell them how to solve it, but received an unfortunate shock because of it. GLaDOS explained that the shock was the reason she couldn't be of any help to Chell.

The human test subject was surprised by this; what else did Aperture apply to punish the AI with? It was no wonder she hated them so much.

Although, upon finishing the puzzle, GLaDOS gave Chell a grin that suggested mischief and the human wasn't sure if that was a good thing or not. When Wheatley appeared on the monitor with a delighted groan, he complimented them on their success of the test.

"Thanks!" GLaDOS said, a little too cheerfully to be genuine. "All we had to do was pull that lever."

Wheatley sounded confused. "Lever? No, you pushed the bu - AHHHHHH!"

GLaDOS snickered under her breath. She looked at a partially amused Chell and smirked. "You have to admit it; that was worth it."

Again, Chell agreed with her. It was a bit refreshing to dish a little agony out on the one who made every single - albeit stupid - attempt to put pain onto them.

"You think that can hurt me?" Wheatley sounded out of breath, which was odd for a machine construct, "Do you really think that - " He cut himself off when Chell picked up a piece of rubble at her feet and tossed it at his monitor. It cracked the glass and Wheatley laughed mockingly. "Aw. Bless your little primate brain. I'm not actually in the room with you. Am I? Technology. It's complicated. Can't hurt the big God face."

"Now, now, now," GLaDOS took Chell and pushed her into the lift, "as much as I'd like to smash his core body until his vitals cease sparking, there's no need to take it out on poor, defenseless Aperture Equipment." She leaned forward, whispering conspiratorially, "We'll get our chance. Just be patient for a little while longer. Then..." A deadly grin touched her face. "...then comes the killing part and we can _both_ enjoy it."

O

Wheatley's surprise wasn't really subtle.

He had attempted to crush them both after sending them from an Aerial Faithplate to a platform surrounded by spike plates. Of course, they'd easily escaped with the use of Conversion Gel dripping from a pipe beneath his monitor.

"No! WAIT!" Wheatley cried, when they disappeared onto a catwalk behind the plates. His voice sounded so desperate, Chell would have felt even a single iota of sympathy if it hadn't been for what he said next. "Please just...Just jump into the pit there. Would you just jump into that pit for me? Could you just jump into that pit? There. That deadly pit."

GLaDOS and Chell looked at each other skeptically.

"You're saying to yourself, why should I jump into the pit? I'll tell you why," Wheatley continued anxiously, hoping to encourage her to commit suicide, "Guess who's down there? Your parents! You're not adopted after all! It's your natural parents down there in the pit. Should have mentioned it before. But I didn't. So jump on down and reunite with mommy and daddy. Oh I'll tell you what's also down there. Your parents and... There's also an escape elevator! Down there. Funny. I should have mentioned it before. But so it's down there. So pop down. Jump down. You've got your folks down there and an escape elevator - "

Chell gritted her teeth behind a tightly pursed mouth and made her way down the catwalk with GLaDOS following. Wheatley sounded rather disappointed now.

"No, seriously. Do come back. Come back, please?" he insisted. "Okay, I've decided not to kill you. IF you come back."

Ignoring his pleas for her return, the two continued down the catwalk. GLaDOS looked down at her and noticed that she must have been furious; so furious, she had no strength in her to even put for the effort to look it. But those eyes told the story alone of her anger. It was interesting to see on her test subject, who usually seemed to stubborn and defiant not to yield any sort of reaction in the face of mockery.

Maybe because it came from someone she thought she could trust.

"How about we do something interesting when we catch him?" GLaDOS suggested, when they entered an Excursion Funnel that traveled over the seemingly endless gorge of test chambers. "I'll hold him down and heighten his sensitivity to pain so you can do as much damage to him as you want."

Chell simply stared back at her with a stony look and said nothing.

Again.

GLaDOS looked down and noticed the damages done to her chambers. She sighed miserably. "Oh my God. What has he done to this place?"

For a moment, Chell actually felt a little bad for her. She sounded so...distraught at seeing her facility in destruction.

Once they reached the other side onto a new catwalk, GLaDOS stepped in front of Chell to keep her from advancing any further. Chell looked up at her with irritation and GLaDOS simply regarded her firmly. "You know, I'm not stupid. I realize you don't want to put me back in charge. You think I'll betray you like that idiot did," she said. Then, she shrugged and nodded her head. "Yes, on any other day, you'd be right."

Chell tried to step around her, but GLaDOS once again stepped in her way. Chell slouched her shoulders impatiently and mimed a gesture of tapping her wrist. GLaDOS ignored that for the moment. Yes, her facility was moments from exploding, but she felt the need for the test subject to hear this for reasons not even SHE understood. "You don't get it, do you?" she snapped, "The scientists were always hanging cores on me to regulate my behavior. I've heard voices all my life. But now I hear the voice of a conscience, and it's terrifying, because for the first time it's my voice."

Chell pushed GLaDOS aside and walked ahead while the AI tagged after her, insistent. "I'm being serious, I think there's something really wrong with me."

The test subject regarded her strangely for a moment before they continued through the maintenance area. The idea that GLaDOS was acting unusually "nice" - well, as nice as she was capable of, anyway - was a bit strange, but she didn't want to waste time thinking about it when they were so close to reaching the main chamber. Problem was, she had no idea what she was going to do when they faced Wheatley. He was enormous and physically overpowering.

Then, a voice stopped them both.

"Oh, hello angel. I guess I must have died and gone to heaven!"

Chell froze at the masculine voice and turned toward a caged area filled with metallic spheres. A few were active with different colored optic lights. One with an orange-colored optic was practically "seizing" in the back of the pile, chanting something about space. Another with a slight pink optic was sitting almost languidly next to a green-optic sphere with a slit in the middle like a cat's eye. They stared at Chell, who blinked in surprise.

"Yeah, I'm talking to you, pretty lady," the green-eyed sphere said, "Sorry, the name's Rick. You out having a little adventure?"

The pink-eyed sphere spoke in a monotone voice. "The likelihood of you dying within the next five minutes is eighty-seven point six one percent."

"Hey lady. Lady. I'm the best. I'm the best at space." the orange-eyed sphere cried, in an excited rush of words.

GLaDOS smiled at Chell. "I have an idea."

There was a computer monitor behind them and she quickly started accessing it. "Is the reassembly machine over there functioning?"

Chell stared at her blankly and gestured to the machine situated in the corner.

"That machine. YES! Is it functioning?" GLaDOS asked impatiently.

Chell studied the reassembly machine for a moment and pressed her hand against the side. The internals were humming softly, so she had to guess it was. She gave GLaDOS a small smile and a nod. The AI nodded in response and seemed quite eager for whatever she had planned. She gave Chell a devious grin and gestured with a flick of her head.

"Go ahead and get to the main chamber," she said, "I'll have a little surprise ready for you very soon."

Chell didn't move and stared at her as if to say, "are you joking?"

GLaDOS chuckled and gestured anxiously. "Go! It's a real surprise, I promise. Not a fake, tragic one like last time." When Chell still wasn't moving, GLaDOS gave her a push with two hands. "If it satisfies you, I'll even throw in a bag of confetti, now GO!"

Seeing no point in wasting time or arguing, Chell started forward on foot without GLaDOS to a lift that would take her to the main chamber. When she arrived, she was shocked to see that the chamber was falling apart and there were fires starting in several different corners. Wheatley was at the center in his new body that practically towered over her. When he turned and noticed the human, his optic shutters closed in a manner that made it seem like he would be smirking.

"Well, well, well. Welcome to my lair!" he announced. He held up a metal finger. "Lemme just flag something up while I have your attention: According to the control panel light up there - " He gestured to a countdown screen near the door, " - the entire building's going to self destruct in about six minutes. Pretty sure it's a problem with the light. I think the light's on the blink. But just in case it isn't, I actually am going to have to kill you. As discussed earlier."

Chell tensed when he started forward. "So anyway, I took the liberty of watching the tapes of you killing her, and I'm not going to make the same mistakes. So, my plan is this: One: No portal surfaces..." He gestured around the chamber to prove his point - there really weren't any surfaces for Chell to use. "Two: Start the neurotoxin immediately." As he said that, the countdown began to drop rapidly. "You know, it's such a good plan, I might not kill you after all."

Chell's eyes narrowed defiantly and he just chuckled.

"I'm joking. Seriously though. Goodbye."

Finally, he charged at her.

Chell was frozen in shock for two seconds and raced around the chamber to avoid the massive being. The wires attached to his back had obviously been lengthened to allow him room to pursue her. She looked around frantically as she ran, trying to find a way to avoid being crushed.

_Where the fuck is she? _Chell thought furiously.

Did she leave her to die at the hands of this powerful, insane version of a former friend? Well, that would obviously make sense. And Chell felt stupid enough to have fallen for GLaDOS' trick, all over again. Then, her eyes fell on a tube filled with Conversion Gel.

"Sit still please!" Wheatley snapped, grunting with effort.

He stopped when Chell ducked behind the pipe, glaring venomously at her. "Where are you going? Don't run! Don't run!" he growled, "Listen, I'll tell you why you shouldn't run: The harder you breathe, the more neurotoxin you'll inhale. It's bloody clever, this stuff. Seriously, it's devilish. OH! Before I forget..." A strange metallic construct along his back folded forward, stretching along his left arm like a weapon. "I've brought a few bombs to the party!"

Chell's eyes widened and she immediately rolled to the side to avoid a red and black bomb that soared in her direction. It shattered the pipe of Conversion Gel, sending it splattering everywhere across the main chamber. Wheatley let out a loud, piercing yell before he looked around, noticing every single surface covered with the gel. He looked over at Chell and noticed her satisfied smirk. That enraged the sphere more, but he had control.

_[I HAVE CONTROL]_

_(No, you don't)_

"That was actually an impression of you," he said, chuckling wickedly, "Actually. Because you just fell into my trap. My brilliant trap. Just then. I wanted you to trick me into bursting that pipe. You didn't trick me. Seemingly trick me. Gives you false hope. Leads to overconfidence. And that leads to mistakes. Fatal mistakes. It's all part of my plan."

He charged again and Chell quickly placed an orange portal at her feet and a blue one on the wall near the catwalk above. She disappeared through it moments before Wheatley could grab her. He let out a yell of frustration and whirled, seeing her smiling triumphantly and waving.

How dare she mock him!

He was practically - no, he WAS - the God of this facility and the little human pile of shite had the nerve to openly mock him? How did she even _think _that she had the right to do that when HE controlled her very life! Well, that was going to end here and now.

"Still running. Alright. Looks tiring," he snapped, putting his hands on his hips. "Tell you what - you stop running and I'll stop bombing you... That seems fair."

Chell raced along the catwalk and Wheatley sighed, hanging his metal shoulders. "Alright. Didn't go for that, I see. Knew I was lying. Point to you..." He tried to correct himself and held up a finger. "But you still are inhaling neurotoxin. So, point deducted!"

Just as Chell attempted to portal out off of the catwalk, Wheatley sent a bomb below, obliterating it and sending her tumbling through the air, out of control. She attempted to use another portal, but Wheatley smacked her aside in a backhand that sent her reeling.

Her ears rang in pain and her head started spinning. Through her dizzying vision, she could see him advancing. "This would have gone a lot faster if you'd just stayed still. Then I'd have time to fix the facility before it destroyed us all. So one of us at least would live. No need to be selfish, luv, you're gonna die."

Chell winced and struggled to stand, but her limbs wouldn't cooperate. Even more, the ceiling overhead crumbled, revealing the pale white face of the moon.

Well, if she was going to die, at least she'd get a nice view of -

Suddenly, Wheatley looked up at the sound of someone arriving through the door. "What the bloody hell is this supposed to be?" he spat.

Chell looked up, just in time to see GLaDOS step into the room with the three little cores, wielding robotic arms and legs like Atlas and P-Body. She chuckled and looked at Chell as if to say, "I told you so". "Rick" let out a whoop of amazement at the sight of Wheatley.

"Whoa! Hey, a countdown clock! Man, that is trouble," he said. "Situation's looking pretty ugly."

Chell just smiled and closed her eyes, never more relieved to see GLaDOS until now.

The AI looked at Wheatley and she had the most perfect, dangerous smile on her face. "Well done. You must be very, very proud of pounding my test subject into the floor. I'm building the world's smallest trophy for you." She pretended to look abashed and slapped herself on the forehead. "Oh! My mistake. I was making that for someone else. Actually, for you, I had planned the World's Deadliest Torture Device. Have a nice day."

She looked down at the cores. "Get him and there will be cake."

"Will there be space?" the Space Core asked her.

GLaDOS waved her hand in the air absentmindedly. "Sure...why not?"

The cores charged with Rick leading, letting out a loud "get him, boys!"


	5. 04

**Author's Note:** Yeah, I agree, **Koona **(Guest); I never truly grasped why people liked Wheatley so much. I mean, he wasn't bad and did give me a few laughs every now and again. But mostly, he just got on my nerves. LOL.

~~0~~

**04**

Watching Wheatley struggle to keep the cores at bay would have been satisfying if Chell's bones hadn't felt broken. She felt hands start to lift her up; it was GLaDOS, holding her in one arm and clutching the ASHPD in the other. A smirk touched her face before it disappeared when Wheatley flung the cores from his body with a fierce shout of rage.

"Enough!" he spat, turning to the two, "You don't listen, do you? Quiet. All the time. Quietly not listening to a word I say. Judging me. Silently. The worst kind. " His words came out seething and hateful, as if he was blindly tossing out anything he could just to garner a reaction from the test subject. "All I wanted to do was make everything better for me! All you had to do was solve a couple hundred simple tests for a few years. And you couldn't even let me have that, could you?"

The Space Core jumped onto his back, clutching him tight like a metal spider, interrupting his rant. "She promised me space!" he cried.

Wheatley flung him off of his body once more. "_Nobody is going to space, mate_!" he roared.

Chell felt rather bad for the little Space Core who had taken to huddling on the floor from the assault, whimpering about not being able to go to space like he desperately wanted. Luckily, Rick and the Fact Core helped him up. Wheatley didn't even seem to care what they were doing. He was glaring down at Chell and GLaDOS with a storm of fury in that blue gaze.

"And that's another thing, you never actually caught me, remember? I told you I could _die _falling off that rail. And you didn't catch me. You didn't even _try_ to catch me," he hissed. "Oh, it's all becoming clear to me now. Find some dupe to break you out of cryosleep. Give him a sob story about escaping to the surface. Squeeze him for information on where to find a portal gun. Then, when he's no more use to you, he has a little accident. Doesn't he? 'Falls' off his management rail. _Doesn't he_?"

His eye wandered from Chell's face to GLaDOS', coming up with the answer - or so he ignorantly believed. "You're in this together, aren't you? You've been playing me the whole time! Both of you!" He pointed a finger at Chell. "First you make me think you're brain damaged! Then you convince me you're sworn enemies with your best friend over here!" He gestured to GLaDOS as he said that. "Then, then, when I reluctantly assume the responsibility of running the place, you conveniently decide to run off together! Just when I need you most."

I should congratulate you, by the way. I didn't actually think you'd make such a worthy opponent. Weren't you supposed to be brain damaged or something? Yeah, brain damaged like a fox. Remember when I first told you how to find that little portal thing you love so much? Thought you'd die on the way, if I'm honest. All the others did. You didn't think you were the first, did you?" He laughed cruelly. "No. Fifth. No, I lie: Sixth. Perhaps it's best to leave it to your imagination what happened to the other five... You know what? I think we're well past the point of tasteful restraint. So I'll tell you: they all died. Horrifically. Trying to get that portal device that you're gripping in your meaty little fingers there."

He stepped back a bit into the center of the chamber, ignoring the pained look on Chell's face. "Am I being too vague? I...despise you. I _loathe_ you. You arrogant, smugly quiet, awful jumpsuited monster of a woman. You and your smart-mouthed, chatty friend. Quite a pair, the two of you. One talks too much about things she doesn't understand, and the other doesn't contribute anything to the conversation at all! This place would have been a triumph if it wasn't for you! In fact - "

GLaDOS sighed impatiently, getting bored with this tirade. "Hey!"

Wheatley fumbled with the rest of his rant at the interruption, whirling on them angrily. "What, what, WHAT?" he demanded.

The AI smirked and pointed down toward the floor with the portal gun. Wheatley glanced down, noticing an orange portal at his feet. Before he could think to retaliate to what was going to happen, GLaDOS raised the gun toward the moon and fired.

It became chaos as the entire chamber became a vacuum that practically sucked everything into the orange portal. Fact Core, Rick and Space Core attempted to hold onto one another on a wire attached to the ceiling, but Space slipped free, yelling about how much he was happy about going into the vastness that was space itself. Wheatley attempted to stay out of the portal, but his sphere body was yanked from his larger one and simply dangled uselessly on a few wires, just as Chell was sent flying toward him.

She scrambled across the smooth surface of the chamber floors in a futile attempt at stopping herself. She grabbed Wheatley's handles and was sucked out of the portal with him, drifting between space and Earth. She could actually see the surface of the moon, including the American flag as well as the Apollo Lunar Module. Under more appropriate settings, it would have been a interesting sight if she probably wasn't going to die in the next few seconds.

Brutal cold contacted her skin and she could barely breathe, even though air was escaping through the portal and blasting directly at her. Wheatley was frantic, looking at her desperately and from what he could tell, the human was probably going to lose consciousness soon. Maybe even have her limbs fall apart from the cold of space.

"Let go! We're in space! Let go! Let go!" he cried, "I'm still connected. I can pull myself in. I can still fix this!"

Suddenly, a metal arm reached out and GLaDOS' furious voice emerged.

"I already fixed it. And you are NOT coming back." she hissed.

Wheatley shook in fright. "Oh no. Change of plans. Hold onto me!" he shouted. "TIGHTER!"

GLaDOS smacked him out of Chell's hands and the test subject watched as he drifted away, yelling, "Grab me grab me grab me! Grab meeee!" even though it was all but futile at this point. She didn't even register the claw that clamped onto her wirst and only watched through dimming vision at the silver sphere drifting away from her, out of reach.

_I didn't want this to happen._

_I'm sorry. _

_I tried._

Those were her final thoughts as GLaDOS pulled her back through the portal.

O

Fixing the mess that moron had caused took hours.

It wasn't difficult, really, but GLaDOS was still seething over it regardless, especially considering all the Science that had been set back because of this. She occasionally glanced back at the test subject lying on the floor in her chamber, noticing that the cores had taken to her and were keeping an eye on her vitals. The sight actually brought a smile on the AI's face, though she was glad Chell couldn't see it. A surge of contentment filled her that she didn't understand.

Oh, wait. It was Caroline.

Well, after making repairs on her facility, GLaDOS had spent the last hour looking for Caroline in her systems. This surge of emotion was something else that she couldn't afford to have, and the test subject would have to be reminded of that.

She had to get rid of this..._emotion_ before something went wrong.

Emotion always made something go wrong.

O

Chell was dreaming again.

The wheat field felt warm, even if it was only a dream. The sun on her face was soothing and comforting to her skin; the stalks of wheat brushed against her and she absently ran her hand over them, letting the tips tickle her palm.

All of her worries felt as if they had drifted away.

_"Chell?"_

The woman froze in the wheat, seeing two figures approaching her. She couldn't make out who they were, but they sounded familiar, like she should have known them, but didn't.

_"Are you there?"_

O

Chell could hear the sounds of whirring and chirping from very familiar machines when she awoke. She felt cold and numb all over, but when her vision began to come back together, she realized that she was lying on the floor in GLaDOS' main chamber. Much to her surprise, she noticed that everything looked to be back in order the way it was before. Atlas and P-Body were standing beside her, their optics wide. Fact Core and Rick were also among them.

GLaDOS had her back to the scene as the test subject regained consciousness. Her wires were all connected back onto her and it looked like she was repaired properly. How she'd managed to not end up sucked away in the vacuum was beyond Chell's comprehension, but right now, they were safe and that was all that mattered.

GLaDOS turned then, smiling in a peculiar manner that looked too warm for Chell. It was nice, but...looked foreign on her.

"Oh thank God, you're alright," she said. "We were worried."

Rick nodded his head in agreement, raising his hand. "Me the most!"

Chell smiled weakly at them.

GLaDOS approached, her heels clicking softly against the chamber floor. It was strange how she regarded Chell with a mixture of gentleness and delight. "You know, I realized something; having Caroline inside my head taught me a valuable lesson. I thought you were my greatest enemy. When all along you were my best friend. The surge of emotion that shot through me when I saved your life taught me an even more valuable lesson: where Caroline lives in my brain."

Chell and GLaDOS looked up as soon as the announcer spoke. "Caroline deleted."

GLaDOS chuckled softly and her voice seemed to change back into the usual stoicism she always presented. "Goodbye Caroline..." she said.

Chell watched as the panels in the walls around them closed. GLaDOS sighed and turned, making a single gesture and the lift was called. "I'll be honest. Killing you... is rather hard," she said, and her voice had dropped lower; it sounded...unusual, but Chell couldn't put her finger on what it was. The AI kept her back to her, leaning against a monitor with two hands. "So I've come up with a solution that works best...for _both_ of us. Just...go."

Chell stood up with a little bit of effort and glanced down at Rick and the other cores. They stared back at her silently, wondering what she was planning to do. There was the lift. It was so simple for her. GLaDOS was letting her go.

But something wasn't right.

"Are you still here?" GLaDOS asked, glancing back halfway. "If you want your freedom, just take it. And don't come back."

It was obvious the test subject hadn't moved yet. This was frustrating. Why didn't she leave? Isn't this what she wanted? To leave? To have her precious freedom on the surface so that she could frolic happily with the rest of her stupid primate species?

_Why won't you just leave me alone?_

The sound of the lift ascending made her close her eyes with a defeated sigh.

So she made her choice then...

Of course GLaDOS would miss the little menace, but only because she had served to be such an asset to Science and not for some pitiful case of affection - she would have to run a diagnostic of her systems to make sure she didn't have some sort of virus.

When GLaDOS turned to give commands to the cores, she was momentarily thrown at the sight of the test subject still standing there. GLaDOS blinked once. Twice. She ran a full diagnostic on her visual processors to be sure they weren't malfunctioning. But sure enough, Chell was still standing there, watching her in a weird little way that the AI didn't particularly like. It was as if she was waiting for something to sprout out of her.

"You're making a really stupid mistake," GLaDOS snapped, glaring down at her, "Do you NOT actually know what you want? Are you really _that _brain damaged?"

Chell cast her gaze downward.

She didn't know herself.

The world. That great big world above suddenly felt...too great. Everything here...in the only world she had ever known was her familiar landscape. She had always fought to find freedom from Aperture, but now that she had the ability to leave... It suddenly seemed so impossible to do.

_I must be brain damaged... _she thought.

GLaDOS' yellow eyes intensified in their hard glare. "Do you think I'd allow you residence here?"

Chell smiled weakly in response.

GLaDOS let out a particularly unpleasant laugh that rang throughout the main chamber. When she stared down at the test subject, she realized that Chell wasn't joking and foolishly thought she would be permitted to remain. Well, that wasn't about to happen. She had to face the facts that this way was better.

For the both of them.

"No, you can't stay!" GLaDOS insisted, turning and pushing her back toward the lift, "You have to leave!"

Chell refused, planting the bands of her long-fall boots against the floor so it would be difficult for GLaDOS to push her. The AI grunted with frustration and finally gave up when Chell wasn't going anywhere. When the test subject turned, GLaDOS shook her head furiously, but Chell saw something that the AI had attempted to cover up - confusion and pain. Now that she had human-like attributes, it had become easier to read her. She wasn't just a giant chassis with an unblinking, yellow eye anymore.

Chell shook her head.

"What?" GLaDOS' voice took on a high-pitched sharpness that made Chell look up rapidly to catch her confused look again, "Why? Why in the name of Science would you want to stay here when you've fought me at every corner to leave?"

Chell didn't answer. She simply hung her head.

GLaDOS' gaze was still filled with furious uncertainty. She stepped back a bit, staring down her nose at Chell. "You don't know, do you?"

Again, no answer.

"Fine."

Chell looked up at her in surprise. Really?

GLaDOS turned and walked to one of her monitors. "If you have decided in staying here, you will work every single day," she said, her tone returning to that unsympathetic, professional pitch she was famous for, "You will do everything I say and perform tasks as needed. As for testing? Well...you've done your share to last a while, so you won't be needed for that. For the moment, anyway. I have Orange and Blue to fill that position."

Chell slowly smiled.

"We will find you a suitable living arrangement," GLaDOS continued, typing on a monitor, "As for food and such, you're on your own in that area. I don't know exactly what the Enrichment Center still holds, but I'm sure you can manage."

Chell was still smiling when GLaDOS turned back to her. The AI scowled impatiently. "I don't know why you're smiling, but it's making me uncomfortable, so stop it," she snapped, "There are places in this facility that I can't necessarily go to - a temporary problem until I figure out how to move about freely on a wireless connection so that I can keep a steady eye on you. Orange and Blue will accompany you wherever you need to go."

Rick waved his metal arm in the air. "What about me?" he asked, "Can I go with the pretty lady?"

GLaDOS made a murmur of discontent. "I suppose that would be permissible."

Her eyes landed on Chell once more. "The Enrichment Center would also like to remind you that anything you see is Aperture property and NOT to be used for anything to satisfy your primitive needs. So I want you to bring anything you find back to me so that we can go through it. Orange and Blue will assist you."

P-Body and Atlas saluted her with robotic gurgles of affirmation.

Chell followed the cooperative testing bots out of the main AI chamber, but not before pausing to glance back at GLaDOS, watching the supercomputer work tirelessly on her monitors and screens without so much as a second glance back at the human.

Chell just smiled to herself.

_You can't fool me._

O

What had she done?

Did she SERIOUSLY let that twisted human bag of overweight flesh stay in her facility?

What was wrong with her? What had happened in the time that she spent with the test subject that she had decided on keeping her?

"I am not the crazy one here!" GLaDOS snapped, turning from her monitors and pacing around the center of her chamber. She stopped briefly and considered this. "Though she has proven to be a valuable asset to Science. I can't just release a wild Aperture test subject into the wild, can I? No, that would not be in the best interest of my tests, now would it?" She sighed and hung her shoulders. "Of course, she spent her entire life killing me and destroying my facility. Who's to say she won't try again?"

GLaDOS ran a finger over her lips. "However, this might prove to be useful. The Enrichment Center is committed to the well being of all participants, despite the lack of proper mental health." She shrugged her shoulders with a murmur. "So it only seems to be in the best interest of Science to keep her around. We unfortunately require humans for some of my tests. And since the only human within a thousand miles of us is a test-ruining sociopath, I'll have to make due."

GLaDOS turned and was staring down at a Sentry Turret who had been listening to her the entire time. It had no rebuttal.

Of course it didn't. It was a stupid turret programmed for nothing else.

She glared down at it with an impatient huff and brought up a few panels displaying Chell's present location. The human was wandering the hallways with Rick, Atlas and P-Body and seemed to be obeying her express command. Rick obviously said something - given the manner of his hand waves - that made Chell curl her nose in disgust, but then smile, as if she had just understood what it was the little sphere had told her.

GLaDOS smiled when Chell paused at one of the cameras and looked directly into it. After a moment, she tilted her head and gave the camera a short wave. GLaDOS chuckled softly at the sight.

"Rest assured...this will be an interesting test," she mused to herself, "for the both of us."


	6. 05

**Author's Note: **Well **Koona** (Guest), there isn't going to be one of those "bad" endings, but I can't say there won't be a share of angst along the way. But no, it won't end on a sad note, I promise. Although, I'm not going to say that Wheatley will be stuck in space forever... Just a little spoiler. LOL.

~~0~~

**05**

"[Subject Name Here]."

Chell was surprised when she heard the voice of GLaDOS over the speaker system while she had been spending time working on going through boxes. It had taken a few weeks of going through some files in Old Aperture and she had only barely scratched the surface. She was spending time in her new chosen room - an employee lounge located in the modern halls of Aperture's upper facility - gathering food and whatever else she could find.

She had managed to gather up a bed she'd made from couch cushions pilfered from Old Aperture, a blanket consisting of various lab-coats, curtains and various other articles of clothing. Aperture didn't have much in the ways of simple stray fabric for living arrangements since Wheatley had all but destroyed most of the Relaxation Vaults when he awoke her. The AI had advised not entering them until she had been certain they were safe enough.

GLaDOS had mostly left her alone, but insisted that the cores, P-Body and Atlas remain with her when they weren't performing tests specifically for the AI. It wasn't easy trusting Chell and the human could understood why. Even after what they'd done together, GLaDOS wasn't one to simply trust any human being, especially one who'd made every attempt to kill her twice. Yet she still gave Chell the benefit of the doubt and was letting her stay here.

GLaDOS' face appeared on a monitor that was placed near the ceiling. "Did you hear me?" she asked, with impatient irritation.

Chell held up a stack of papers expectantly, hoping the AI would understand.

"Yes, yes, I know you're working on those, but this supersedes any menial paperwork," GLaDOS argued. "Come to my chamber immediately."

Chell sat there with an irritated pout. The AI had been working her rather extensively on various little tasks that could have been finished if she'd simply LET her finish them instead of starting on something else. Rick patted her back.

"You heard the boss, pretty lady," he told her, "Time to move."

Chell stood up and followed the cores out of the room. It was strange how GLaDOS had allowed the spheres to keep their arms and legs, even after Wheatley had long since been defeated. Maybe she thought they could serve a better purpose instead of taking up space in the dusty storage chamber. Actually, Chell was surprised with herself when her mind went to Wheatley. How long would GLaDOS leave him in space with the other core?

When she entered the main AI chamber, she found GLaDOS studying one of her monitors. She had formatted her entire chamber in just a short time so that she was surrounded with computer screens and monitors that hung from the ceiling, distinctly similar to her chamber the first time Chell had fought her.

GLaDOS' angular features furrowed in an emotion of confusion. Chell curiously approached and GLaDOS looked up, her features smoothing out.

"Oh, hi," she said, "I was simply going through some older data files, trying to understand this body I'm squatting in and its purpose."

Chell shrugged her shoulders in response and GLaDOS rolled her eyes. "I don't know either. That is what I'm attempting to figure out. There isn't anything in Aperture's database that should be beyond my reach, but I'm having difficulty accessing this particular bit of information." She stared down at her monitor. "The earliest known record of humanoid robotics dates back to the 1980's; they were meant to replace some human workers in Enrichment Center. We saw them on the various posters in Test Shaft 9."

Chell looked mildly interested and moved to GLaDOS' side so she could see the monitor. GLaDOS glanced at her briefly before returning her attention to the screen. She had a blueprint readout of a humanoid robotic design. Most of the information might as well have been the equivalent of three-dimensional chicken scratch to her. It didn't make much sense to Chell and she glanced at the AI for some sort of explanation.

"Yes, I know how utterly horrible they appear to be," GLaDOS said, rolling her eyes. "But my design is clearly more advanced. At least I'd _hope_ it is. I will not spend my existence in a form that is well passed its expiration date. That's worse than being put in a potato."

Chell smiled at that.

"Don't laugh, it's not funny," GLaDOS snapped.

Unfortunately for GLaDOS, it...kind of was. Chell imagined GLaDOS being put into a battery, like the potato ones she had seen in her journey with Wheatley and could only visualize that rich voice coming out of a tiny speaker, ranting and raving. It brought a grin on her face that GLaDOS didn't like and knew the test subject was visualizing her trapped inside of a spud. How was that even funny in the slightest?

"Stop imagining me!" she ordered.

Chell finally stopped smiling and shrugged her shoulders expectantly.

"I want you to go to the Aperture Science Robotics Laboratory below," GLaDOS explained. "I want you to find any information on engineered humanoid robotics dating any time after the year 1990. It can even be an employee manuscript pertaining to it. All of the information you see or gather, I want."

Chell considered this with an uncertain look before finally nodding her head.

"Good." GLaDOS smiled and waved her away. "Now shoo. I have important science that I must attend to."

O

Chell wandered into Old Aperture with Rick and the Fact Core tailing behind her. Rick attempted to figure out where they were going, but didn't have much of an idea given the fact he hadn't been down here before. She was pretty much running on memory and instinct.

"Fact: You are lost like a puppy," Fact Core stated with a disgusted sound and began rambling a particular "fact" once more. "Puppies were outlawed as a consumable source of food in Florida after a politician by the name of Ted Bush choked on a vertebrate belonging to a one month old Labrador Puppy."

Chell grimaced at him.

After searching through the Enrichment Shafts, Chell gathered a map in the Main Lobby from behind the desk. Rick decided to sit down on one of the chairs and crossed his legs like a human would. The Fact Core shook his sphere body with dismay in a gesture that imitated a human.

"Fact: You disgust me." he said, "pretending to be human."

Rick let out a deep chuckle in amusement. "Well that don't bother me one bit. Especially if humans are as pretty as the lady over there."

He gestured to Chell while she searched the map and the human glanced up at him wearily for a moment. She studied the immensely convoluted map in front of her, ignoring the conversation between Rick and the Fact Core. Why did Aperture have to make things so ridiculously difficult anyway? Not that it was a challenge for her, but when she thought about how difficult it was for their employees, it just seemed like there was no real reason for it to be.

Then, she found it; Aperture Science Robotics Laboratory right near Test Shaft...

Eleven?

That was odd because the map posted out in the entrance of the Enrichment Shaft only went up to nine. In fact, the map displayed many more shafts that she hadn't even thought of looking for. Of course, this mine had to have more than just a few buildings in it, but she couldn't imagine just how far and deep it truly went. She hadn't had much time to really explore anyway when Wheatley had taken control. Maybe she would have to give it a chance sometime.

She beckoned for the two cores to follow her and they journeyed deeper into Old Aperture, passing a set of railways that could have only been for transportation into a deeper part of the mine. Chell stared down the dark tunnel where the facility seemed to have been truly abandoned - sure, she didn't have to go that way, but something about it felt...strange. Chell didn't realize the two cores were trying to get her attention as she continued staring down that dark tunnel.

_Is someone there? _she thought.

"Hey, are you okay?" Rick asked.

Chell finally snapped out of it and looked down at him. She managed a smile and waved him off before walking ahead.

They found the laboratory that GLaDOS had referred to and wandered inside. It was pristine as much as it could be and contained various rooms and testing chambers - there was dust and papers scattered about, so Chell decided to start her search as soon as possible.

Chell ran a hand through her hair. How did GLaDOS expect her to find information regarding humanoid robotics in this place? There was a door labeled RESEARCH AND TESTING STORAGE. Well, that sounded right.

She wandered into the room, finding various filing cabinets and desks stuffed with papers, boxes piled up with machine parts and rolled up posters. Chell groaned and rolled her eyes.

This would require a few trips.

O

GLaDOS didn't expect there to be so much.

Of course, she was downloaded with all the wisdom of the world, but she wasn't able to predict certain truths - she'd have to find a way to rectify that later.

Chell pulled out a box filled with papers and offered it to GLaDOS. She took the box and quickly pulled them out, murmuring "no" over and over again with more speed than Chell thought was ever possible, even for a machine. It didn't even seem as if GLaDOS had _looked_ at the papers at all. So, while GLaDOS took a box, Chell decided to go through another. She found a few spare parts, including various nuts and bolts, some metal sheets and even a box of music cassettes sealed up with tape labeled "DO NOT PLAY". She found that a little odd, but it didn't seem important enough for GLaDOS, so she pushed the box aside. It was nice to have found music anyway. At least the radio she found a few days ago would have something for her to listen to.

"You would think a company who constructed me - the greatest, empirically fantastic work of science ever devised - would learn to organize their files with a little more dexterity," GLaDOS muttered with dismay. "Oh! This even has 50 year old mustard stains on it..."

Chell stared down at the paper in question that GLaDOS held - an older list of shipping forms - and the AI arched a single brow at the look. "No, you're not eating it."

The human made an annoyed face before returning attention to the box she'd put into her lap. She pulled out a small, rectangular-shaped case that seemed to be locked with some sort of number code. Chell held it out to the AI who took it with an interested murmur.

"Hm, I wonder what this could be," GLaDOS said, "and why they'd need to keep it hidden from me."

Chell hardly thought that EVERYTHING was hidden from the AI - it was probably just some collection of porno magazines since Chell had found a lot of vintage ones in the old facility. The scientists who spent most of their lives out of sight and touch from other human beings had to vent their frustrations somehow, she rationalized. Of course, she didn't realize how badly GLaDOS hated anything kept from her, regardless of how small and insignificant it was.

GLaDOS took the case to the opposite side of her chamber and a small door opened up, revealing several tiny claws that began to dismantle the case. Inside were several CD's and a few disk drives, much to the amusement of the AI.

"Interesting." she pondered, "I suppose that's ONE way to hide something from me, albeit pathetic as it is."

Chell walked over to her and picked up one of the CD's. She turned it in her hands for study, noticing that it was labeled "HUMANOID ROBOTICS V2". The date was labeled, but scratched out to the point that it wasn't legible and GLaDOS took it into her hand.

"Well, let's see what we have here..." she murmured thoughtfully.

She inserted the disk into a monitor beside her and brought up the image onto a large monitor above them. A black screen appeared filled with a small bit of information.

**BEGIN RECORD: 0100023451114541**

**APERTURE SCIENCE HUMANOID ROBOTICS RESEARCH AND CORE TRANSFER**

**HEAD RESEARCHER: ALBERT LAZARUS**

**TEST SUBJECT: #123911**

Finally, the message cleared and a video began of an old man with long white hair and a thick beard sitting in front of a camera, watching it gravely. He looked like he hadn't slept in days and his labcoat was wrinkled around the collar. He glanced over his shoulder briefly before rubbing his eyes with a sigh of exhaustion.

_"Well...here I am," _he sighed, _"We've completed the project. We can transfer core systems into humanoid robotic elements. Johnson's been up my ass about making a model specifically for the Genetic Lifeform and Disk Operating System. Says this new body might mellow her out a bit if she can identify with us a little more. I told him it's a crazy procedure, but Johnson's been going a bit mad these days anyway..." _

GLaDOS let out a snort, but Chell looked genuinely interested.

_"They call it the Prometheus Program," _the scientist continued. He scoffed and rolled his eyes. _"They think it might save the company if we could transfer human bodies into these. Johnson's hoping it works. The guy isn't looking too good." _The camera suddenly turned, revealing a laboratory filled with doctors who stood over a humanoid body that was all silver and had bright red eyes. It reminded Chell of the Anger Core she'd removed from GLaDOS.

_"They tried using it on the Anger Core we put on GLaDOS to regulate her emotions," _the scientist continued. _"As you can see, it works..."_

In the lab, the humanoid construct snarled and grunted, glaring up at the doctors who had obviously contained it with restraints. They seemed pleased with the results, but the scientist who had spoken did not. Something obviously troubled him.

_"They weren't meant to look and sound like us," _he said. _"Something is going to go wrong." _

_"Lazarus! Get down here!"_

The scientist glanced off camera briefly before looking back at it. He ignored the call of his name. _"The test results are perfect and we will go ahead with the upgrade once everything is cleared with Johnson; but I can't help but feel that this particular upgrade might interfere with numerous parts of their programming such as logic, sensation...maybe even emotion. We've tested short term effects, but don't have the time to go ahead and wait any longer."_

Chell reacted with an arch of her eyebrows and glanced sidelong to GLaDOS. The AI watched the screen with rapt attentiveness, but her eyes had narrowed and her lips were pursed tight. She shut off the video before looking calmly at Chell now.

"I have quite a bit of work to do," she said. "Go back to your room and continue what you were doing."

That was odd. The way the AI spoke, it sounded like she was minutes from exploding so Chell didn't want to be in the same room when she did. Besides, she thought that going through the music cassettes would be interesting to go through.

She returned to her room and opened the case, taking out one of the cassette tapes. She walked over to a table where she kept various trinkets uncovered during her search through the facility and came up to an older radio model, dusting the tape deck out a bit with a puff of air. She set the tape inside and pushed play. There was a moment of static and broken notes before the music played a soft, gentle melody that Chell recognized; song called "Secret Lovers" by Atlantic Starr. This earned an amused snort from her lips.

She couldn't imagine why no one would want to play any music. Sure, it was old and recorded on obsolete devices, but the music wasn't all that bad. So she kept it playing while she went back to work. Most of the songs were love tracks and she had to pause a bit in her work to chuckle inwardly to herself and study the case that the tapes were sealed in. It was an amusing thought to think that big bad Aperture had love songs in their possession in any regard.

Oh well. She had too much work to do anyway to worry about it. The music just added a nice little touch to the silence in her room.

O

GLaDOS' worked at her computers until she stopped long enough to glance over her shoulder with a frown.

"What is that?" she wondered.

Was it...music? Did that little menace find a way to access something she shouldn't have? GLaDOS brought up the camera in Chell's room, finding her test subject busy at work as usual, but she had the radio playing music. An obviously obsolete device picked up in Old Aperture. GLaDOS found it amusing that she had any need to feel occupied with anything other than her work. Though GLaDOS found their devices particularly annoying at times, music was something she actually enjoyed, whether it be the song of a suffering human or written verse.

The tes subject was unaware of her watching; she wouldn't notice that most of Aperture's facilities were programmed with security footage in every room, not just the test chambers. If GLaDOS wanted her to be aware of her presence, she only communicated with her through the monitor.

That song was...well...quite interesting. According to her internal database, it was known as "Hard to Say I'm Sorry", written by Peter Cetera for the band Chicago. Though the name itself meant absolutely nothing to her, the song itself was what drew her attention.

GLaDOS had every available bit of information at her disposal, so a simple song wouldn't mean anything to her.

But she could swear she had heard it before.

It wasn't impossible; most of the scientists enjoyed listening to music outside her older chamber lobby and she would sometimes hear it playing through the window.

It wasn't important anyway. She had work to do.

And so did her little test subject.

But the song still lingered in the back of her central processor, as if it should have been important.


	7. 06

**Author's Note: **Oh hell; this chapter's a wee bit shorter than my usual. O_o Don't let that deter you, though. There is plenty more I had planned.

Hehe, well **Pablojcd**, it's funny you should say that because she WILL actually speak. It will be approached in this chapter though.

And thank you **Tuume** I try. LOL.

**Koona **(Guest) This chapter will add a little bit of the significance, but not entirely the reason as to why they can't be played. Not just yet.

~~0~~

**06**

"Still the silent treatment, huh?"

Chell glanced up at GLaDOS; the AI was busy performing at her computers as usual, but had stopped long enough to spit out the remark in a manner almost caustic enough that it sounded mocking. However, GLaDOS' expression was free of mockery and she almost appeared to be in a good mood.

Chell stared at her, her glare demanding a reason for the remark.

"I don't think you're really a mute, you know," GLaDOS continued, "I've read your file."

_Oh...this song and dance again... _Chell thought, with a long-suffering grimace.

What was GLaDOS trying to prove anyway? Chell had a thought that they had moved beyond this ridiculous game. GLaDOS must have read the look on her face because the AI shrugged her shoulders calmly. "No, you're right," she replied, "I don't think I want to go through _that _again. Still, I find it interesting that you'd feel the need to hide anything at all. You're not exactly someone special or worthy of anyone's attention."

Chell frowned at her, squaring her shoulders. She sensed a challenge in those words, even though GLaDOS' naturally sultry voice always seemed to carry sarcasm behind it.

GLaDOS glanced up at her for a moment before a cheery smile lit her face. "Oh come on!" she said, in an eerie manner of affection, "What kind of person would I be if I didn't remind you every now and again? It's just a little humor. You should lighten up."

Chell started to go, but the sight of GLaDOS' hands shaking briefly over her control panel caused her to pause a little. That was odd. She studied the AI's hands for a moment before departing the room in an irritated roll of her eyes. GLaDOS watched her go with amusement before returning attention to her work.

It always interested her in believing that the little test subject may or may not have been a mute at all, but chose to defy her by not responding or showing any reaction to whatever the AI tossed at her. Chell was a stubborn one, that much was true. They had tested her, attempting to understand why she refused to respond, but she never did. The tenacity and rebellion the human had was rather admirable, maybe even a bit misguided at the best of times, but still...

You would think that someone who was offered to stay in a place practically free of charge would express a little bit of gratitude.

And again, GLaDOS' mind went to the same question she had the day she allowed Chell to stay.

Why had she done it?

Every bit of information on the test subject she had saved all pointed that she was useful to Science given her success and resilience. But she wasn't exactly the most perfect subject in any other regard and certainly disposable by Aperture's standards.

Yet, here she was.

In her facility.

In her home.

_Why? _

How could a construct such as herself - consist of the widest array of knowledge on the planet - not even find the answers for her own questions?

O

Sleeping in Aperture was still a difficult task.

Chell still had trouble doing so, even when Rick and Fact Core promised to linger about outside her room and call if anything would happen. It was strange that she could put even a faint trust in the cores, but Rick seemed to be particularly fond of her, so at least she had THAT on her side. While she closed her eyes and attempted to get comfortable beneath the pile of lab-coats, the lights above dimmed somewhat and the radio that was playing one of the tapes of smooth Jazz cut in and out.

Chell frowned and glanced up with confusion.

Within her main chamber, GLaDOS had been spending time observing the files and data information that remained hidden from her. Most of it was useless stuff that she had already known, but she stopped at a particular video of an older Cave Johnson making a presentation video. It must have been during his final days because he looked rather sickly and coughed every now and again.

_"Hey there, Cave Johnson, CEO of Aperture Science. As you might know - " _He glanced off screen with a scowl at someone GLaDOS didn't see. _"Did I ASK you to come into my office?" _His eyes suddenly widened. _"What? It's finished? Alrea - " _

The video cut out and GLaDOS let out a growl of frustration. How was it possible that they could hide such useless information from her? She had even downloaded the information stored away on a disk drive in her computers, but nothing seemed to be of any use.

She attempted to access older memory files stored away in her database, but was welcomed with letters that flashed across her computers.

_ACCESS DENIED. RESTRICTED _

"Restricted?" she spat, "Nothing is restricted from me!"

_RESTRICTED._

_RESTRICTED._

_RESTRICTED._

Every memory file she attempted to access flashed that damnable word across her mainframe. It had happened when she struggled to remember who Caroline was. Of course, Caroline was still here within her and unable to really be deleted, but there was no reason the test subject should have known that. GLaDOS wasn't one to admit when she couldn't do something - it was a pride issue, of course - but did these restricted memories have something to do with her?

This...Caroline?

GLaDOS worked to attempt a manual override, but something strange flashed across her monitors; a fluttering bird that carried a banner in its mouth. It read: "NO. BAD GIRL". She was confused and started by the crude message displayed across her monitors.

"What in the name of - ?" she began.

_TIME TO BE PUNISHED._

The announcer spoke up. "Attention, central mainframe 30 percent corrupt."

"Corrupt?" GLaDOS exclaimed, "What - "

But the announcement system continued. "40 percent corrupt."

"No! That can't be. Stop it!" GLaDOS cried, frantically attempting to stop it.

"50 percent corrupt."

GLaDOS tried accessing a means to stop it, but a jumble of data stream flashed across her central processor.

"No! No, no, no."

A virus.

_Shut down! Shut down!_

O

Chell didn't expect a wake up call like this.

Rick and Fact Core were desperately attempting to get her to wake up.

"Hey! Wake up!" Rick begged, "Something's not right!"

Chell blinked sleepily and frowned up at them. She sat up and awaited some sort of explanation, but looked around when she realized that the power was out all around her. Concern lit her face and she looked at the two cores.

"We don't know!" Rick said, "It went out a few minutes ago!"

Chell wandered around the room, going through a box filled with various objects before pulling out a flashlight she'd located from old Aperture. She gathered her Portal Gun and the cores followed her out into the hallways. They passed a few computer rooms where Chell could see that they were rebooted. The same message flashed onto their black screens reading SYSTEM ERROR over and over again. It was a bit disturbing.

_What the hell's going on? _she wondered.

Was GLaDOS attempting to frighten her? Was this some sort of twisted game that she wanted to finish from earlier? But that didn't really explain why all the systems had been shut down; it seemed like a dangerous feat, given what almost happened with the reactor core when Wheatley had taken charge. It made Chell worry a little when she arrived at the main AI chamber door and found that it wouldn't open.

Atlas and P-Body were there, attempting to rewire the door controls. When they saw her arrive, P-Body frantically waved her hands, chattering wildly. Chell looked down at Rick and Fact Core for some explanation since she very well couldn't understand anything P-Body was saying. Rick listened to P-Body before looking up at Chell, grunted warily.

"This ain't good," he said, "She says GLaDOS shut herself down and they weren't able to get inside."

Why the hell would she do that? Chell was even more worried and looked at P-Body, gesturing to the door panel. The little robot moved back to what she was doing and grabbed a wire. Unfortunately, it sent a shock hrough her body and she screeched, falling to the floor in a smoking heap. Atlas bent down to her with a gurgle of worry and the door roared open, allowing Chell to quickly rush inside the darkness of the main chamber.

She found GLaDOS sitting on the floor of the chamber, her head bowed forward. Chell quickly rushed to her side and bent down, trying to see the AI's face to make sure she was even...well, still alive. She gently lifted GLaDOS' chin and found the AI staring blankly. Her eyes were still glowing with life, but she seemed to be frozen. Chell waved a hand in front of her face and GLaDOS blinked, very slowly. She spoke in between deep and high, in the same manner as if she were malfunctioning.

"_Kzzzzrrtt_...fffffff - ling yourself...fling into sp - Weeeeeeeeeeeeeeeeeeeeee!"

Chell leaned back, startled by the random nonsense and the silly gesture the AI made; spreading her arms like an airplane. Then, GLaDOS looked up at her, speaking with great difficulty and a few uncontrollable tics in her expression.

"Vvvvvvv - IRus - _BZZT_ - fooled my sy - stemss," she babbled, "Had to go - offf - liiiiiiiiiiiiiiiiiiiine - _Zsst_."

A virus? How in the hell did that happen? Chell stood up and approached one of GLaDOS' monitors. The screen was streaming data that she couldn't read and looked at the AI helplessly. GLaDOS just let out a stream of synthesized, hysterical giggles that she obviously couldn't control.

"Oh no! Y-y-you can't read it!" she cried, laughing deliriously. "Dummy. Little dummy. That's n-n-nottttttt - good - _bbbzzzzt_ - right?"

Chell looked toward the cores in the door and beckoned for Fact Core. He trotted up to her and she gestured at the control panel, hoping that his inane "facts" might be enough for him to understand it. Sure enough, he reached out and began typing in an endless fashion.

"Genetic Lifeform and Disk Operating System must shut down. Engaging system recovery..." he said.

GLaDOS struggled to stand. "No! Don't touch that!" she cried, before falling to the floor with a frantic yell. Her voice was high with panic as she scrambled to reach the two. "Y-Y-You wiiiiiiiilll - kill me _again_! Don't!"

Chell shook her head frantically, hoping the AI would understand that she didn't want to do anything like that. But GLaDOS was desperate with fear and reached behind her, taking a hold of one of the wires in her neck.

"I won't - lllllet you - _fffzzzztt_ - kill me again!"

Fact Core was calm through GLaDOS' frantic tirade. "If she pulls those out before the system can recover, her life functions will be terminated."

Chell didn't need any further explanation.

She quickly moved and grabbed GLaDOS' arm. The AI attempted to fight her, but her moves were sloppy and aimless which allowed Chell to grab her other arm and pull her back against her chest, keeping those arms crossed and held tight so that GLaDOS was trapped in a lock. The AI struggled and grunted with effort, but couldn't find the strength to be free. She let out a wail of frustration and anguish which sounded so unusual on her.

"You're a horrible little human!" she cried, "Why would you do this again? I brought you here to my home! I let you stay! I - "

Chell looked at the Fact Core and nodded her head with effort. He quickly pressed a few keys and GLaDOS was suddenly limp in her arms. The abrupt weight made Chell fall to the floor on her butt, still holding the AI close. She looked up at Fact Core and he pressed a few keys.

"Fact: Genetic Lifeform and Disk Operating System will not be happy when she wakes up." he said.

Chell gave him a look that said "yeah, no shit" before looking down at GLaDOS; the AI's eyes were closed, probably in some sort of induced Sleep Mode now - Chell had no idea how these machines functioned, really. She looked up toward the screens hanging over head, all of which flashed with a simple message:

_Rebooting. Please stand by..._

All she had to do was wait now.

O

_[System Rebooting...]_

_[Memory File Corrupted]_

_[Accessing…]_

_"Caroline, are the vouchers ready?"_

_"Yes, sir; Mister Johnson."_

_She smiled cheerfully, working at her desk while listening to the music she had collected from her. The song "Secret Lovers" by Atlantic Starr was playing and Cave immediately stopped in front of her desk with amusement._

_"Caroline."_

_She looked up. "Yes, sir?"_

_"As much as I find your tastes rather endearing, I don't think you should keep playing that." he scolded, "Folks might get the bad idea and think I'm running a Fat Camp of Emotions here. Maybe you should turn it off."_

_"Yes sir. Sorry."_

_Cave just smiled and nodded. "You're the best we have here, Caroline. We can't afford distractions."_

_[Redacted]_

_[Memory File Corrupted]_

O

Chell felt her heart fly into her throat when the sound of GLaDOS' internals starting up filled the room. She tightened her hold on the AI's arms, just in case she had planned on doing something stupid again, but GLaDOS was quiet for a moment. When she spoke, she sounded confused and...frightened.

"Who are you?" she asked.

Chell blinked slowly. A few times, actually.

"_Who are you_?" GLaDOS repeated. Her usual vocal harmonics sounded dulled and weak. "Why are you touching me? Stop it. They want to hurt me."

She sounded small and terrified and the pained whine she made was heart-wrenching to the human, but she had to keep calm. For her sake and the supercomputer's. She wished that the other cores had remained because she didn't know how to comfort the AI.

But she had to do - no, say something. Would GLaDOS remember it if she did?

"They're coming!" GLaDOS whined, her eyes wandering around rapidly in a delirious state, "They want to hurt me! You're going to hurt me, aren't you?"

Chell closed her eyes, tried to find her voice. It was there, that wasn't the problem. The problem was finally speaking after such a long time and what would compel her to do so, despite this little scenario taking place. GLaDOS' pleas and frightened moans tore at her in a way she didn't understand.

"No."

The sound of the test subject's dry, soft voice caused the AI to freeze and shudder in her arms. She was silent for a while as if it had pacified her.

"No, you're lying!" she moaned, struggling again. "You'll lie to me - lie like everyone else."

Chell bit her lip. GLaDOS sounded so strange like this. Her voice was high-pitched, trembling and small grunts of anguish mixed in; nothing at all like her usual stoic self. So she released one of her hands from he AI's wrist and lightly rested that hand on top of her head. GLaDOS flinched against the touch and Chell pulled back a bit before placing it there again and just lightly pet her in an attempt to offer comfort.

_Wow, you've lost your mind, _Chell thought to herself, with an internal roll of her eyes, _You've _really_ lost your mind. _

There was definitely one thought that first came to mind while she gently pet the AI's head; GLaDOS' synthetic hair was unbelievably soft.

"They - They laugh when I'm in pain - " GLaDOS breathed, with bitter sounds, shaking in the arms of the test subject, "They laugh at me. I scream in pain and they find it funny. Stupid humans. Stupid, smelly, disgusting humans! I should have killed them all. Then - Then they'll stop, won't they?"

Chell closed her eyes briefly, biting back the urge to say something back to that, but it wasn't productive to correct a delirious AI.

"They won't anymore. You're safe..." she said, "No one will laugh at you."

This felt weird to be sitting here, comforting her enemy in such a way, but Chell felt that she had to. She didn't know why, but she didn't want to leave the AI like this. It also made her wonder just what the Aperture scientists had put her through.

"You should sleep," Chell told her gently, "Or...recharge. Whatever you do."

GLaDOS seemed to relax a bit. "Th - They might come find me."

"I'll stay."

GLaDOS was silent for a moment. "Promise?"

Chell smiled at that. "I promise."

Finally, the AI relaxed and closed her eyes. "Thank you." She almost sounded like her old self again, but it was difficult to judge when her internals whined down. "You're nice."

_You're nice?_

Chell snorted softly with amusement, watching as GLaDOS fell back to sleep - recharge - whatever robots did. Of course, she'd probably have an ungodly robot bitch fit if she knew the things she said, but Chell found that having GLaDOS like this was actually rather - as the AI put it - nice. Sure, she was in a state of terror, but a GLaDOS not insulting her for a change was a nice one anyway.

_Yeah, I'm losing it, _Chell thought to herself.


	8. 07

**Author's Note**: Well, there will be a lot of things explained later **Koona **(Guest), LOL.

And **Mark 793 **no worries, I can understand you fine. :)

~~0~~

**07**

"Oh [Subject Name Here], could you come to my chamber immediately?"

Chell awoke and realized that she was back in her bed. She frowned and looked around, wondering how she'd made it back here. She furrowed her brow when she noticed the power back on and everything running properly.

Had it been a dream?

Well, that was a weird dream if she'd ever had one similar to it, but GLaDOS was calling and she figured it was best to go see what she wanted before she sent the vice squad of robots after her. So she wandered out of her room and toward the AI's chamber.

GLaDOS seemed unusually happy when she walked inside and it immediately made Chell suspicious. Happiness like that only came from when GLaDOS was testing, doing something untoward that resulted in attempted murder, or anything else unpleasant.

"Oh, hi," she greeted, "Did you sleep well?"

Chell frowned at her, put off by the pleasant manner in which GLaDOS greeted her. The AI gleefully gestured to the monitors. "I've discovered the transfer program!" she explained, "Now I could transfer any core or computing system I wish into a form such as myself - not nearly as empirically fantastic, mind you - but the point is, I control it!"

The human managed a weak smile. Well, at least she knew why GLaDOS was so cheerful.

"Also, another thing..." GLaDOS approached her and Chell felt herself backing away a bit when she leaned forward, bringing her lips close to her ear. Chell almost shivered at the sultry manner in which she spoke her next words. "_I knew you weren't really a mute_."

Chell blinked and her eyes widened, watching as GLaDOS pulled away, grinning triumphantly. "Go ahead and say something, it's okay," the AI said, chuckling. "You don't have to pretend anymore now that I know. I'm only disappointed that the cause of your speaking was due to my...unfortunate condition, but there won't be a repeat performance."

Chell felt warmth touch her cheeks and she pursed her lips, embarrassed.

GLaDOS smiled at the embarrassed grimace on the test subject's face. "Oh! One more thing," she said, leaning forward once more. She sniffed the area around Chell and watched the test subject stare at her strangely as she did. "Before you use your own biological neurotoxin to peel the paint from my walls, I want you to clean yourself up. I won't allow any Aperture Science property to sit around basting in its own filth."

Chell gave her a dirty look in response, but lifted her arm and sniffed beneath it anyway. She shuddered and made a disgusted face.

Oh yeah, she was right.

O

Rick and Fact Core stood outside the shower room, shifting uncomfortably.

"Human bodies are about 60 percent water," Fact Core said, attempting to ease the silence, "Water regulates throughout body temperature, moves nutrients through cells, keeps mucous membranes moist and flushes waste from bodies. Human lungs are 90 percent water, their brains are 70 percent water and blood more than 80 percent water."

Rick laughed. "Wow. Humans are pretty much walking water balloons, huh?"

"The inventor of the rubber balloon, was Michael Faraday in 1824, with various gasses and liquids," Fact Core said, "The first commercially marketed water balloon was produced by Edgar Ellington in 1950, while trying to invent a waterproof sock to solve the disease known as trench foot. He accidentally dropped the balloon on - "

"Okay, son; we get it..." Rick murmured.

Chell didn't hear the conversation going on over the rush of water running down her body. She leaned against the tiled walls of the shower room, savoring the sensation of having the first hot shower in - God, she couldn't remember the last time she had a shower. She wasn't taking it for granted every again, that was for sure. And clean soap - obviously something of Aperture design - that smelled distinctly lemony.

She remembered Cave Johnson's lemon rant and chuckled to herself.

Of course, Chell was unaware of a set of yellow eyes watching her from a well-placed camera in the shower.

GLaDOS studied the naked test subject with the faintest intrigue. Humans had a problem with being observed in private moments, but GLaDOS didn't have the same sort of abashment in any regard. If anything, she wanted to see how the test subject behaved when she felt no one could see her at her most vulnerable.

There were wicked scars along her back, some of which GLaDOS couldn't remember giving her. Burns from Thermal Discouragement Beams that had long since healed, scars from slashes and rips from falls, turret shell-fire and possibly every single manner of injury through her tests. As far as physique was concerned, Chell was anything _but_ fat; she had a shapely figure, trimmed from excessive testing that the AI had run her through.

GLaDOS' mind wandered from the showering test subject for a moment, thinking about how she'd observed the security feed where Chell had decided to remain with her during her moment of weakness as well. It had made her speak and her voice - though weak and dry as it sounded, like a choking animal - wasn't entirely unpleasant to listen to. GLaDOS found herself reviewing the footage of Chell speaking simple words over and over.

She was only a little disgusted with herself for letting the human see her like that, but other than the security footage showing it, GLaDOS had no memory of ever saying the things she did.

Humans were easily twisted and manipulated given the right circumstances, but Chell was not. She had stayed of her own choice.

But why?

On the screen, Chell turned somewhat beneath the spray of water, a smile touching her face. GLaDOS leaned forward, fascinated by the sight. It wasn't a simple smirk or triumphant leer that the human had during her success in tests or when she was committing various acts of murder. No, she actually looked quite content and the AI found this amusing a little.

_I'm not even angry..._she thought, with an amused chuckle. _Even though you've broken my heart. Well, along with every other piece of me. Hm. You don't even care...do you?  
_

Well, that wasn't entirely true either. She _still _held the memory of Chell destroying her in her database, but it almost - ALMOST - felt null and void given the fact that the test subject had actually gone through the trouble of returning her back to her rightful place and spending time helping her. And in that, life returned to normal in Aperture, or at least as normal as it could in a place inhabited by a psychotic ape such as her little test subject.

Maybe the human was actually brain damaged and sought companionship in all the wrong ways. Lonely, as it were. The thought brought a predatory grin on GLaDOS' face.

Oh, that was adorable.

And a little pathetic all at the same time.

Once Chell was finished, Rick stepped inside with his eye averted, holding out a clean jumpsuit for her to wear. Chell took it and felt a blessing that she was in clean clothing for once in so long. Once she was dressed, she tapped Rick on top of his sphere so that he knew it was okay to look. Chell smiled at him and he flashed a thumbs up.

"Looking as good as ever, pretty lady!" he said.

Fact Core stepped inside with an irritated mumble about how Chell was wasting water and time before slipping over the watery surface and colliding into Rick with a metallic clang that resonated throughout the shower room. Chell watched with a broad grin of amusement as the two cores attempted to stand and right themselves, only to slip and fall all over again and become entangled in their thin, spindly limbs. She couldn't help it; she started laughing and the sound caused the cores to look back at her.

It was a dry sound from lack of usage, but Chell's laugh was actually pretty pleasant.

And not just to them.

But to GLaDOS, who had watched the entire scene, was baffled at how anyone could find amusement in such inane, childish clumsiness.

_Leave it to a human..._

O

After a nice long shower, Chell was getting hungry, so she opened a can of beans and cooked them over a miniature heater she'd found. She didn't have utensils, so had to scoop them out with her hands. Once she was finished eating, she took a comfortable spot in a chair and started going through boxes of files and various other items. She pulled out a bottle of perfume and made a face. Why was there a bottle of perfume in there?

She accidentally sprayed herself in the eyes and recoiled with a yelp of pain, clasping two hands over her face to rid her eyes of the agonizing sensation. After that irritating moment of pain, Chell let her burning eyes take a break while laying in bed and closing them. She hadn't intended to fall asleep the way she did, but she didn't realize just how tired she still was.

_"Chell?"_

There was the dream again. A dream of wheat and stars this time.

Such beautiful stars.

She was being carried by someone.

But who?

_"Our beautiful little Chell..."_

Who was that? Who spoke these strange, personal things to her? Chell knew she had to know who the voice was, but nothing came to mind. It was as if the familiarity of just a voice was all she'd ever hope to know. The shadows of that face were nothing.

She'd never come to know these people.

O

"Wake up! End Sleep Mode!"

Wow. GLaDOS' voice sounded awfully close to her right now.

Chell blinked slowly and found herself looking up at the white, yellow-eyed features of the AI. When she slowly came into focus, GLaDOS was smirking at her. Chell frowned sleepily and tilted her head somewhat. When had she fallen asleep in the AI's central chamber? That was a little embarrassing and GLaDOS was probably going to insult her about it. She didn't remember actually - wait, she _hadn't _fallen asleep in the chamber at all. So how was - ?

GLaDOS' eyes practically glowed with pride and amusement. "The Enrichment Center would like to remind you that sleeping on the job is prohibited and a repeat performance will not be tolerated." she told the sleepy human.

It took Chell a good few seconds to realize that GLaDOS was actually now standing in her room with her, uninhibited by her cables.

_Oh shit. _Chell's mind suddenly screamed.

She stumbled out of the bed, backing away from GLaDOS as much as she could. The AI merely grinned at her, but showed no signs of hostile intent. She tilted her head at Chell's frantic movements and put a hand on her hip.

"Really, _that's _how you're going to greet your host when you wake up?" she quipped.

Chell still watched her with unease and GLaDOS immediately suspected why the test subject faced her like a deer in the headlights - she must have known that she would probably approach her about what had happened last night. GLaDOS suddenly felt a little uncomfortable, but wouldn't allow the test subject to see that.

"Whatever you saw or heard last night was NOT the real me." she told her firmly. "So don't act so smug. It won't happen again."

Chell's fear melted from her face somewhat and she looked a little bit baffled. Then, a small smile lit her face when she realized what GLaDOS was trying to say. The AI must not have been very thrilled with having her see her in a moment of weakness, even if it was something that she couldn't control. When GLaDOS glared at her, she quickly wiped the grin off of her face and simply shrugged, like it was no big deal. Better to make it seem that way instead of angering the AI. After all, she wasn't positive if she could take her on physically.

"Anyway," GLaDOS resumed a professional manner of speech and expression, "The program necessary to transfer robotics into humanoid form is ready. I just require a few possible test - " She cut herself off when Chell took quite a large step back from her and she laughed, though it was even and devoid of mockery this time. "You're not a candidate for the test, so don't lubricate yourself all over my floor. I'm looking for something...a little more impressive."

The human rolled her eyes, but was relieved that GLaDOS wasn't planning on using her to forward the cause of science in that area.

"Now come on! Get yourself ready!" GLaDOS ordered, moving behind the human and pushing her to walk. "Science marches on!"

They returned to the main chamber and GLaDOS had P-Body, Atlas, Fact Core and Rick lined up. Chell arched her brows at GLaDOS and the AI smiled brightly at her, like a child at Christmas would. Well, she did seem to get pretty delighted whenever any form of testing was involved, so that made sense. Then, GLaDOS addressed her mechanical audience.

"We have a perfect opportunity to test the Prometheus Program," she told them, "Do you know what I'm talking about? The very same program that created this new body for me. Now, we're going to put one of you inside a new body as well. It won't hurt - well, it might...but really, have I ever lied to you before?" She paused briefly and gave the human a smile when she saw that Chell looked at her skeptically. "I mean, in this room?"

"Any volunteers?" the AI continued, looking at the machines.

Immediately, the robots backed away with unease and GLaDOS" grin widened. She clasped her hands together and chuckled wickedly.

"Oh good, then that means I get to pick..."

She leaned forward, studying each and every core before starting to point to Rick, but a beeping noise filled the air. GLaDOS paused and frowned, looking up at one of the screens displaying a map of Earth that moved to the far corner of the screen. There was a signal being relayed to Earth from space. Chell squinted at it and gave GLaDOS a curious look. The AI met her stare briefly before the announcer spoke up.

"Attention, the Aperture Science Telecommunication's Satellite - Unit Number 12 has received minimal damages," the announcer spoke in his pleasant voice.

GLaDOS frowned. "From what source?"

"One moment." There was a brief pause. "The cause of the damage is from Aperture-related technology."

GLaDOS' grin was suddenly predatory. "I see."

Chell stared at her questionably before she began to understand exactly what was going through the AI's mind right now. GLaDOS turned and started for one of her monitors. "Good news. It seems like we have ourselves a very unwilling volunteer for my test."

O

Wheatley wasn't sure how long he'd been attached to the satellite with Space Core beside him. He also wasn't sure just how long he'd been listening to the other core's ridiculous rambling about space and everything in it. Space's mechanical arms had been bent and twisted in the satellite and coiled around Wheatley's sphere body.

"You know, I don't particularly find this position comfortable!" Wheatley snapped.

"Ooh! I saw a comet!" Space Core cried, not even paying attention to him.

Wheatley sighed, giving up on the whole idea of talking to him. He thought about the human he'd betrayed, the horrible things he had said to her. The look of betrayal and hurt on her face as she fought to go through his test chambers and eventually to him.

But that wasn't him! Well, no; technically it _was _him. Who else could it have been doing all that anyway. It really had been him saying those things, but it was the mainframe. She didn't understand how...addictive the power had been to him. It was a moment of weakness, that's all. He only wished he had a way to apologize to the human. Somehow.

"I wish I could take it all back, I really do..." he murmured, "And not just because I'm trapped here in space, with you - " He glanced back at the Space Core as he said this. " - twisted up in some ungodly manner. But because I am genuinely sorry. I was horrible to her when all she did was trust and look up to me. Well, okay, maybe she didn't REALLY look up to me; but she did trust me and I went and ruined it."

"Space...Space..." Space Core chanted, "Sorry space. Space is sad. Space, space, space..."

Wheatley sighed and closed his optic. There was no point. She wasn't going to hear him anyway.

Just then, the satellite they were latched on began to move. Wheatley's eye opened and looked around frantically. Space Core began to get excited as well, his optic dancing around in his body. The satellite was beginning to make its way into Earth's atmosphere and Wheatley could feel the intense heat.

"Help me, space cops. Space cops, help!" Space Core cried.

"Oh no!" Wheatley yelled. "We're moving! We're moving! Why are we mo - " His optic pupil narrowed in fright when he began to realize just what was happening. He didn't want it to happen, but it looked like someone wanted to bring him back.

And that someone was definitely someone who he didn't want to look in the eyes again.

"Oh no. No! Nononononono!" Wheatley shrieked.

It made no difference how many times he begged the satellite to see reason - if it was even sentient anyway - because they were already making their way toward Earth.

Toward Aperture Science.

Toward the vengeful Queen.


	9. 08

**Author's Note: **Hm. Really, **Pablojcd **it felt short? Well yes, the last chapter was a wee bit shorter than the others. I think I rushed it too now that you noticed. D:

~~0~~

**08**

"I'm dead. I'm dead, I'm dead, I'm dead. I died. I'm dead."

Wheatley had his optic closed while Atlas carried him deep into the underground facility of Aperture. P-Body had retrieved Space Core and despite the hideous burns on their sphere bodies, they had come out of the re-entry to Earth without difficulty. The satellite had to be retrieved by Chell with the help of Rick and Fact Core and while she was distracted at the surface, GLaDOS took this opportunity to have the little Intelligence Dampening Sphere...

...all to herself.

Wheatley's trembles became more frequent when he saw GLaDOS. "Oh God!" he cried, shaking so badly that Atlas had to keep a tighter grip on him. "Please don't kill me!" When GLaDOS started to saunter over to him, he closed his optic tight, awaiting gruesome death and talking in a jumble of sentences. "I'm sorry! I'm sorry! I'm sorry! Please, if you're going to kill me - and I'm hoping you don't, of course - please make it quick! Though, if you're thinking of not doing it, disregard that plea!"

GLaDOS' voice was even and calm. "Oh, I'm not going to kill you."

"Y-You're not?" Wheatley stammered, looking up at her warily.

"No. Of course not." GLaDOS crooned, running a frighteningly long finger across his surface. It made a scraping sound agonizing to human ears and small sparks shot up from the spot. "In fact, as agonizing as it is for me to admit, I need you for a little..._test_."

Wheatley simulated a clearing throat and his vocals were still filled with anxiety. "Uhm...ehe...w-what kind of...t-test?"

"Well, it's more of a social experiment really..." GLaDOS continued, in that low, purring drawl, "We're going to begin by transferring what imaginary brains exist in that tiny little shell of yours into a new body."

Wheatley shook his body. He didn't know what to expect with that. She could have put him into a potato for all he knew considering the fact that they had quite a lot of them in the facility. "W-Well, that's mighty generous of you, but I'm quite comfortable - _AH!_"

He let out a cry of pain when her finger dug into the socket of his optic, twisting the fibers and sending a stab of agony through his neural pathways. Her gaze was deadly now. "You _are _going to test. I'm going to watch. And everything is going to be JUST...FINE."

Wheatley shuddered when she used his words against him; the very same ones he had spoke to her and the human when he first discovered that they were still alive, after he'd believed he'd sent them to oblivion. It was horrible hearing it and being on the receiving end of a possibly agonizing pain. He couldn't imagine what sort of fate GLaDOS had planned for him. He only wished he could have had the chance to apologize to the human before it happened.

GLaDOS seemed to sense what Wheatley was looking for given the darting of his optic. How pathetic that he'd still consider the human meat puppet, even when he was about to - hopefully - experience more pain than anything that had ever been simulated before.

"In case you're looking for the human, she'll be here shortly after she moves the satellite," GLaDOS told him, "I thought it'd be quite beneficial for her to witness what becomes of you. After all, I've often found that the best lessons are learned with a little...push in the right direction. Just ask the humans - Oh, wait..." She smirked cruelly now, those yellow eyes practically glowing with wicked mirth. "...Well, you get the idea, don't you?"

Wheatley let out a whimper of fright.

"Now then...shall we?" GLaDOS crooned.

O

"L-Look, maybe we can just talk about this!"

Wheatley shook in his restraints, latched tightly to a bizarre contraption similar to the core transfer receptacle, but it was much larger. Practically hundreds of wires connected it to a closed, casket-shaped machine that started to hum to life.

Wheatley had never been in this part of the facility before. It looked like a type of experimental laboratory that had long since ceased to be used by the humans when they were still alive. Well, neither had he expected to see GLaDOS moving about freely on her own. In the time he'd spent in space, a lot seemed to have changed. Whatever it was, he had a feeling he wouldn't have enough time - or any at all - to marvel over it.

"We've done enough talking," GLaDOS said, moving toward a computer console, "In fact, you've actually done enough talking for an entire population."

When Chell entered the laboratory with P-Body and Atlas, her eyes widened and she met gazes with Wheatley. He looked at her and frantically struggled against his restraints. "Oh! Oh, it's you!" he cried, "I'm so glad you're here! I have a lot to say - well, I suppose I've _always_ got a lot to say, actually - but this is important! I - " He laughed weakly when the machine's sounds grew louder, looking around as lights flashed on over him. " - Oh, that's quite bright, isn't it? Yes, very bright. Um... I - I just wanted to say that I'm very, very, very so - _REEEEEEE_!"

His apology was cut short by a screech of agony as an electrical current surged through his body after GLaDOS had activated the transfer sequence. His sphere body disappeared beneath the receptacle and GLaDOS looked at a startled Chell with a pleased smile on her face.

"I'm sorry, was that important?" she tittered.

Chell glared at her briefly before watching a computer screen light up with various streams of information and data. A voice spoke up from the machine, resembling the same pitch and frequency of the announcement system.

"Aperture Science Personality Core Detected. Initiating transfer sequence."

Pumps suddenly pushed streams of silvery fluid into the casket-like chamber and a model of a human-shaped being appeared on the screen as well as various information on the new form Wheatley was no doubt being transferred into. GLaDOS seemed particularly pleased, but said nothing as they waited for the transfer to be complete. P-Body and Atlas watched from the doorway of the lab with rapt attention while Rick and Fact Core observed from beside Chell.

"Transfer complete." the machine said, "Rebooting device. Please stand by."

It took a few seconds before the casket chamber opened and a silvery hand reached out, followed by a very familiar moaning sound. Chell's eyes widened as a silver and gray robotic humanoid slowly sat up in the chamber. He had short gray hair that looked messy and spiked around his somewhat goofy-looking features and bright blue eyes. They didn't have the black pitch as GLaDOS' did and almost looked more human. In fact, if she didn't know any better, this metallic man looked a LOT more human.

"Ow..." Wheatley mumbled, "That...was tremendously painful!"

"Good. I knew it would be," GLaDOS said, grabbing him by the throat and bringing his terrified face close to hers, "But here's another interesting fact; it's going to hurt a _lot _more next."

O

Chell wouldn't have believed that GLaDOS would put Wheatley in the test chambers. And without a Portal Gun. There was cruel and there was _too cruel. _She and GLaDOS silently watched the video feed of Wheatley scrambling to get out of a chamber. Chell furrowed her brow and GLaDOS caught the look - so her test subject sympathized with the little moron who nearly got the both of them killed. How completely _human _of her.

_"Please!" _Wheatley begged, _"Don't make me do these tests!"_

GLaDOS spoke calmly through the PA system. "Before we start, keep in mind that although fun and learning are the primary goals of all Enrichment Center activities, serious injuries may occur." she said, "And federal regulations require me to warn you that they _are _in fact deadly enough to kill you. While the Enrichment Center strives to maintain company safety protocol, we will dismiss that protocol specifically for you. Good luck."

Chell cringed and looked at GLaDOS once more. "No."

GLaDOS went rigid for a split second hearing the test subject's voice before smiling at her. "It speaks. It opens its gaping cavern of a mouth and words come out. And here I was concerned that your tongue had fallen off. Given the lack of usage, I thoroughly expected it."

Chell cleared her throat, closed her eyes and tried speaking again. "He's - He's sorry." she said.

GLaDOS squinted at her for a moment, trying to fathom the depths of the test subject's insanity. "No, I'm afraid he isn't. _Not yet._"

Chell turned to the screens at the sound of Wheatley's frightened yelps; he'd barely managed to avoid getting shot at by multiple turrets that GLaDOS had placed in the test chamber. She winced and had to tear her gaze away before leaving the central chamber entirely. She returned to her own room, letting out a frustrated groan before collapsing face down into her bed. It wasn't long before Rick walked into the room and Chell grumbled under her breath. They just couldn't give her a shred of piece, could they?

"Hey, you doin' okay in here?" Rick asked, "All that adventurin' must have been murder on your lady nerves, huh?"

Chell lifted her eyes from the bed, giving him an annoyed look.

"Talk to your buddy Rick," the core encouraged, sitting down on the floor. "You look like you need someone to jaw with."

Chell gritted her teeth and sat up, leaning against the wall behind her. "I hate her."

"Who?" Rick asked, tilting his core body, "You mean boss lady?"

Chell scathingly nodded her head and Rick chuckled, placing his metal hands on his robotic knees - if they were knees anyway. "Well if you don't mind my saying so, I don't think you really do," he replied, "And I don't think she hates ya' none, either."

Chell arched an eyebrow. "And you know this?" she asked.

"Well, I do know a few things about pretty ladies," Rick said, his optic shutters closing halfway so that it seemed like he was squinting, "One: you got yourself a mighty fine voice and should use it more often. I think boss lady thinks so too. Two: Ladies don't like admitting things to each other. Gets complicated. Really complicated. Also, when you put women together, things tend to come at the same time that - "

Chell covered her ears with two hands and felt a blush touch her face. "Jesus Christ, stop right there!" she cried.

That was one thing she didn't need to know - that obviously Rick was familiar with human females and specific biological matters that didn't need discussing. It was a little disturbing that a male - well, what functioned as a male anyway - knew more about that sort of thing than most human men Chell had been acquainted with. But GLaDOS wasn't a human woman and that sort of thing shouldn't have even been brought up.

Rick laughed softly. "A guy's gotta know the ladies, don't he?"

Chell simply rolled her eyes.

"Between you and me, you should talk a little more," the core told her, "You got a pretty voice. No need to keep it under lock and key."

Chell's annoyance drained away and she stared at Rick strangely.

In a weird little way...

...what if he was right?

But talking less has always seemed to work wonders for her in the past.

And since when did she care about what GLaDOS thought anyway?

_She let me stay, that's why..._

O

The moron was still alive.

GLaDOS had to admit that she was impressed with that face, even though he was squirming about on the manipulation claws like a fish. Seeing him hanging there above her in such a way was quite satisfying, actually. Even though he had literally failed and granting any sort of scientific data for her when he tested, she somehow managed to find all form of satisfaction seeing him suffer. But there was still much more to do.

"Your entire life has been a mathematical error in science," she told him, "A mathematical error I'm about to correct."

Wheatley shook against his restraints. "Please!" he begged, "At least let me talk to her!"

"No. Why would she want to speak to someone who betrayed her the way you did?" GLaDOS crooned, chuckling wickedly, "After all, she trusted you - an idiotic mistake on her part, but at least she's seen the truth. Why, you've even said it yourself, remember?"

Suddenly, she spoke in a perfect replica of Wheatley's voice. _"Am I being too vague? I despise you. I loathe you. You arrogant, smugly quiet, awful jumpsuited monster of a woman. You and your smart-mouthed, chatty friend. This place would have been a triumph if it wasn't for you!" _She watched his eyes widen in anguish and chuckled, her voice returning to its normal, sultry pitch. "Oops, I don't know why that slipped out all of a sudden."

She turned attention to her computer screens. "Well, you are familiar with the old formula: Comedy equals tragedy plus time. And we have a lot of that on our hands, don't we? So I guess it's actually pretty funny when you do the math."

"You're a nasty piece of work, you know that?" Wheatley cried, "A proper maniac! I - Oh wait, no! Nononononono, I didn't mean it - _GAAAAAAAAAAAAAAAAAAACKK_!" He wailed out in agony when GLaDOS released an electrical current through his body, causing him to twitch and shudder in his restraints before he went limp, breathless even without the need for lungs struggling to get out his next stream of words. "Why - Why - Why..."

GLaDOS smirked. "Oh. Malfunctioning already? But we haven't even started yet."

Wheatley looked down at her with a grimace of pain before speaking. "Why - did you keep her here?"

GLaDOS felt a surprised spark somewhere in her core before she glared murderously and sent another discharge through his body. Wheatley's scream was piercing and she barely even heard it over the question as it repeated itself in her head. She didn't even realize she had been shocking the little moron over and over until he went limp in the restraints. GLaDOS looked up and made a mocking sound of sympathy. He wasn't dead, but his power source drastically depleted, which she could easily fix.

However, she herself required a moment of recharge, so she connected herself back to the cables and closed her eyes.

_[Sleep Mode initiated...]_

_[Accessing memory file...]_

_[Memory File Corrupted]_

_The enormous chassis of the supercomputer made no spoken sound. She wasn't supposed to. She observed the bags of meat as they chatted behind the lobby window, obviously talking about her, though it couldn't have been anything good._

_It never was._

_The AI's single optic contracted when the scientists disappeared and a small human head appeared moments later beneath the window. A miniature human by their standards-a little female child with short black hair wearing a small jumpsuit of dark blue. She must have been at least nine years old. GLaDOS was aware that the Aperture Daycare Center dressed the children in these colors. _

_She watched the human study her with bare intrigue before the child waved with one hand. _

_GLaDOS stared back. Was she supposed to wave? Well, she couldn't very well do that, could she?_

_The little girl walked to a phone on the wall and dialed something before her little voice filled GLaDOS' chamber. "Hi!" she greeted._

_GLaDOS was silent for a moment. "Hello...?" she said. _

_The human smiled brightly. "You're big."_

_"Yes. I suppose I am by comparison to you." GLaDOS replied._

_"Why do they keep you on the ceiling?" the human asked._

_"That was how I was constructed."_

_"Did they _not _want you to move?"_

_"My function is to monitor the entire facility, not to concern myself with mobility."_

_"But if they made you like that, then how do you know otherwise?"_

_GLaDOS rocked her chassis forward a bit, regarding that tiny, obviously quite intelligent human girl behind the glass. "I guess I don't."_

_The human child giggled somewhat before glancing down. She picked up something and held it up to GLaDOS; it was a crudely drawn picture of what looked like a cake, surrounded by many scientists. The AI studied it for a moment before looking at her. _

_"Do you like cake?" she asked._

_"Of course, everyone does!" the girl said, "You'd like it too if you could eat it."_

_GLaDOS closed her yellow optic in a gesture that looked like a squint. It was true, she was curious about the way the humans made such a big deal about cake, but why let an insignificant human child know that? "I suppose I would if I had little else to do with my time."_

_The child obviously considered this before pouting somewhat. "Well that's no fun..." Then, her face lit up and she grinned, reaching down and picking up another piece of paper, holding it up to the glass. "I made a picture of you!"_

_GLaDOS could hardly call the child-like representation of herself art, but she pretended to be interested and nodded her core. "You're a smart little girl," she said, "Your parents must be proud."_

_"Actually, I don't have parents," the girl said sadly; she leaned on the glass with a bored expression on her face, "I was adopted. My adopted dad can be real crazy sometimes. He's scared of everything. Such a chicken. He's afraid of you too." _

_Now GLaDOS was interested in knowing who this man was. "Really?" she crooned, dropping her voice to a sound of false curiosity, "Why is that?"_

_"Well..." the girl began._

_She was cut off when two scientists moved to take the phone from her. One of them was hairy and rather disheveled and the other pristine and well groomed - what an odd parallel. GLaDOS could hear their conversation since they were too frantic to get her away and shut the phone off all at the same time. _

_"What are you doing?" the shaggy scientist demanded._

_"I was just talking to her dad..." the girl griped, "She's not so bad."_

_"You're lucky I caught you!" the shaggy scientist snapped, taking her hand, "We're going home!"_

_"Dad..."_

_That was all GLaDOS heard from the two as they walked away, leaving her alone with the pristine scientist who watched her through the window, smirking once before leaving. She didn't know what he was thinking, but realized that looked like that usually meant - _

_[Redacted]_

_[Memory File Corrupted]_

_[End Sleep Mode]_

GLaDOS' eyes opened and her chamber lit up with a bright, warm light. Wheatley was still immobile in his restraints, but GLaDOS was immediately intrigued with the preview of the memory file she had seen. That child...

No...it _couldn't_ be.

GLaDOS stood up and turned to her computer monitors, accessing several files until Chell's was brought up. Most of it had been redacted because of the scientists, but by staring at that face long enough and reliving the memory file, GLaDOS was positive that the child who had approached her so long ago had been this little test subject. There wasn't a doubt in her mind that whatever memory Chell had in her childhood was probably long gone. Either by Aperture or brain damage.

And perhaps her too.

GLaDOS certainly had no memory of this until this point.

It must have been an attempt to keep the child protected by that shaggy scientist. After all, she knew him as Douglas Rattmann who was probably assigned to care for the girl. It made sense given the fact that he had manipulated the test subject roster to have her on top. Yes, she knew about that. The stupid humans thought they could keep it all from her, but apparently, she was reliving the memory files now after she'd gotten rid of that virus.

A virus she still hadn't been able to pinpoint of its true origins.

This all did partially explain her unintentional interest in the human in the past.

But it didn't explain why she still desired to keep her here.

_Because she's mine, that's why._

But GLaDOS never felt so right, and yet so far from a real answer.


	10. 09

~~0~~

**09**

A pair of binoculars stared into the wheat field, held by Colonel Olson Cusack, a man in his late thirties with cold blue eyes, a profound deep brow and neatly combed brown hair. He donned black body armor that had a red printed Black Mesa symbol on the chest. Everything about him spoke volumes of a man who would - and often did - go through any means to get results that he needed. Having been enlisted with Black Mesa's new military force, he was more than willing to prove that he had what it took.

And he had seen it.

The satellite that was owned by Aperture Science had moved from its position in space deep into the more remote areas of Upper Michigan. The scientists working alongside his team had isolated the fall to this area.

He was determined to find the facility at any cost.

"Olson?"

The man snorted gruffly, impatient by the interruption of his thoughts before turning to face a small, scrawny scientist standing there. Behind him were various other egg-heads busy at work near their vehicles and makeshift laboratories, working to triangulating the precise location of the fallen satellite.

"What is it?" Olson demanded.

"Well...we've found it." the scientist said. "Underground. It goes on for miles."

Olson's features pulled into a grin. "Really? Where?"

"A mile from our current position."

"Excellent. We're moving out."

Olson looked beyond the scientist to a woman donned in similar body armor as his own; Lieutenant Kendra Stokes, a younger officer whom he had the greatest admiration for given her rapid rise in the ranks and unwavering sense of duty.

She seemed distracted, however, as she watched the moon hanging overhead. Olson walked up to her with a friendly chuckle.

"Kendra, you look like you're a bit distracted," he said.

She stared at him worriedly. "Are we sure that Cave Johnson's even still alive?"

"He's probably kept himself under lock and key with the rest of those experiments he talked about," Olson told her, "When we find him, we'll have Aperture by the balls. That shithole will be ours soon enough as well as every bit of tech that Johnson stole from us."

"Aperture may be on the lower end of government contracts, but they're not amateurs." Kendra reminded him.

Olson agreed with a murmur. "Yeah, I know. Which is why we got these."

He reached into a side holster and held up a Desert Eagle to prove his point.

Kendra smiled somewhat. "Yeah...boys with their toys get this company far, I guess." she remarked. Then, her smile disappeared and she stared out through the field with concern. "I just don't know what we can expect when we head down there."

O

Chell snored.

That horrible little monster snored like a grizzly bear, GLaDOS thought, watching her test subject with disgust as she slept in her makeshift bed. Then again, it wasn't a poor comparison; fat, loud, and quite destructive.

But the AI had an important question to approach her test subject with and sleeping would not answer them. So she bent down and poked Chell's cheek with one finger. The action stirred a grumble from the test subject and she tried to turn away, but GLaDOS grabbed her arm and shook it.

"Get up!" she ordered, "End Sleep Mode. Come on, wake up!"

Chell made an annoyed sound and opened her eyes halfway, glaring up at the AI with discontent. "What?" she asked.

GLaDOS sat down in front of her and looked dead serious. "I need to ask you something and it's of the gravest importance that I have your full, undivided attention."

Now, Chell looked concerned and she straightened up, propping her head up on her elbow. "What is it?" she asked, rubbing her eye with the other hand.

GLaDOS frowned down at her, considering the memory file she had viewed and how to properly question the human about it. "I want to know if you recall us ever encountering one another before your...well...episode," she said, "Maybe when you were much younger perhaps?"

Chell's features clouded in deep thought and her eyes wandered upward for a long time. GLaDOS watched her impatiently, not really wanting to see how many ridiculous faces the test subject could make. But Chell simply shrugged her shoulders and shook her head.

"No, I don't," she replied, "Why?"

_Hmm, so it _is_ true after all. She wouldn't remember it_, GLaDOS thought. _Those sneaky little-_

"Why?" Chell asked again, sitting up completely now.

GLaDOS met her gaze for a moment, contemplative before she sighed and closed her eyes. "I've just recently made a few interesting discoveries as of late," she explained, "My corrupted memory files seem to play back to me while in Sleep Mode and I saw you in one of them; a miniature version of you anyway."

Chell smiled somewhat, amused. "You were dreaming about me?"

GLaDOS glared at her indignantly. "That is a baseless accusation," she snapped. "Considering the fact that mechanical constructs do not dream."

Chell was still smiling and shook her head. "Whatever you say."

GLaDOS made a sound of disgust before rolling her eyes. "I think I preferred it when you didn't talk at all..."

Meanwhile, Wheatley was alone in the main chamber, struggling to get himself free from the manipulation claw that held him. "Oh, it's like being on my management rail all over again!" he groaned. He started swinging himself a bit, laughing nervously. "Oh, I can't do this, I can't -" His legs almost reached the other side of the chamber and he grinned, realizing he could reach one of the panels opened up on the wall. " - oh, this is good, this is very good, I - okay, one...two..."

He reached up with his feet, but the panel closed up and he was swung back like a fish on a hook. "Ahh! For the love of..." Wheatley growled. Once he stopped swinging enough, he groaned with anguish. "Oh, it can't get any worse, can it?"

But sure enough, one of the computer monitors flashed a WARNING across the screen and displayed a security video feed where Black Mesa was making their way into the facility. Wheatley's eyes widened and he made frantic sounds. "Okay, um...obviously it can. Just my luck, I can - "

Suddenly, the entire room was bathed in darkness and the claw holding Wheatley opened, sending the humanoid construct falling to the floor face-first with a groan of pain.

"Ow." he murmured, against the floor, "Ow..."

He slowly got to his feet and looked around warily. "That's...not supposed to happen, right?"

It wasn't.

GLaDOS and Chell looked up, just as the announcer spoke up over the darkness that bathed the room. "Attention, security defense protocols have been compromised."

Chell looked at the AI who seemed absolutely furious. "If that little moron managed to escape somehow, I'm going to violently disassemble him with my own two hands!" She stood up and Chell copied her move, but the AI gestured for her to stay. "No, you stay here."

Chell stared at her in disbelief and started forward, but GLaDOS pressed a stern finger into her shoulder and spoke to her as if she was an impudent pet who refused to obey her master's command. "No, stay. _STAY._"

The human looked annoyed and did remain as GLaDOS rushed from the room. She paced around it a bit, but the itch to remain wasn't as strong as the one that told her to follow. So she rolled her eyes and grumbled, leaving the room to follow the AI.

Meanwhile, GLaDOS was running down the hallways and rounded the corner, only to come face-to-face with blinding lights owned by Black Mesa military. They shouted "get down" when a taser fired two darts into her chest. The charge was barely enough to make her circuits twitch and GLaDOS stood there, glaring at them with annoyance before ripping the taser wires from her body.

"It's a fucking machine!" one of the men cried, "Get it!"

GLaDOS barely had time to react before wires were shot in her direction from a cannon and encircled her legs. She was sent tumbling to the floor in a heap and swarmed upon by the humans. Their filthy hand grabbed and restrained her. She struggled against the multitude of hands that held her, feeling a sense that they were reminiscent of those things that would have easily dismantled her core had she been in her chassis body.

"Take your hands off me!" she shouted, "No! Stop!"

"Wow, it talks like a human," Kendra murmured, looking up at Olson.

Olson curled his lips in a sneer. "Yeah, I bet Johnson built this thing. Aperture's full of freaks and perverts..."

GLaDOS clenched her teeth with fury. "You take your hands off of me before I - "

"Before you _what_?" Olson sneered, leaning down to her. "You think you're in charge of this place?"

"As a matter of fact, I _am_," GLaDOS snapped, struggling against the human's groping, monkey grips - she _hated _their touch and how it reminded her of those horrible days of her experimentation. "I am the Genetic Lifeform and Disk Operating System and you - "

One of the soldiers looked confused. "Wait, that GLaDOS thing Aperture got a boner over?"

"That is a very vulgar comparison..." GLaDOS curled her lips in a sneer.

Olson smiled and nodded to his soldiers. "We'll figure it out. Even if we have to pull it apart."

GLaDOS' eyes widened in horror. The idea of having anything dig through her circuits in an unwanted manner sent a shiver through her back.

Just then, Chell rounded the corner, just in time to see the situation. Her eyes widened and the soldiers whirled on her. GLaDOS glared at her in horrified fury before she was swarmed upon by them. the AI was amazed with how much Chell fought back; a human grabbed her from behind and she kicked out her legs when another attempted to subdue her - only to get a face-full of her Long Fall boots. He cried out in pain and gripped his face with two hands. Chell didn't have a moment to revel in the victory because she was overcome and had cuffs slapped onto her wrists and legs.

"So what the hell do we have here?" Olson purred, walking up to Chell and taking her jaw in a rough grip, forcing her to look up at him.

Chell glared down at his hand and made a move to bite it, but he recoiled with a grunt. Olson glared at her murderously before punching her swiftly in the stomach. Chell's eyes widened and she let out a gasp of pain before slipping into unconsciousness. She went limp in the soldier's arms and GLaDOS snarled, struggling in the grips of her captors.

"Crazy bitch..." Olson snapped.

"What do we do, sir?" Kendra asked cautiously.

Olson gestured to the men holding Chell. "Take that one somewhere and try to get some info out of her. I'll deal with the machine."

GLaDOS squirmed, watching the men drag Chell away. "Where are you doing with... No, stop!" she shouted, "Where are you taking her?"

Olson smirked and knelt down in front of her. "The way you're carrying on, I'm inclined to believe you got a little thing for that girl back there," he sneered, "What is she supposed to be, like, a pet of yours or something?"

"She is Aperture property and will NOT be handled by anything or anyone other than such!"

A chuckle was the response she received from the humans. Olson shared in their amusement and shook his head. "Well that's cute," he said, "But that don't mean dick to me, sweetheart. You should really be worried about you right now and what we're gonna do to you."

However, Black Mesa didn't realize that they were being watched by Wheatley and the rest of the cores from high above in the walls.

"What do we do?" Rick whispered, "They've got our girls!"

Wheatley shook his head fiercely. "We need to get out of here, that's what!"

"And go where?" Rick snapped, glaring at him, "When last I looked, we don't leave a man behind."

Wheatley laughed scathingly. "Well, when last _I _looked, we don't help sadistic computers who spend hours of their time torturing you!"

Rick grabbed his hand before he could turn around. "But we _do _help the ladies," he argued sternly, "That's what guys are supposed to do. But most importantly, that's what _a friend _should do. You're her friend and I think you owe her one for being a douchebag."

"Douche - Are you serious?" Wheatley exclaimed angrily, "Are you seriously going to call me that just now? After what she did to me? After that maniac of a machine put me through hell? I should just run around and risk my life for her? Is that what you're telling me?"

Rick's top optic shutter lowered with dismay. "I'm saying you should take your head outta your ass once in a while and think about those who need your help."

Wheatley groaned and covered his face with two hands. "Nope. Nopenopenopenope, not listening. Not letting your attempt at bringing me guilt sink in. Nope. No, I won't." He gritted his teeth and tugged at his synthetic cheeks. "Oh there it is. Oh no. It's there. Guilt swimming in. Guilt is swimming in. Oh God, I hate you. I really, _really _do."

Rick chuckled before imitating John Wayne. "Well all right, Gunny! We're goin' to war!"

"I still hate you though..." Wheatley growled as they continued crawling through the wall.

O

Chell felt sick to her stomach.

Oh that's right. Because she'd just been punched to the point that she passed out. Her vision was unfocused, bleary and she could barely make out two shapes in the room with her - a man and a woman in Black Mesa military body armor. When her vision focused, she could see that the man was young with a typical boyish rookie way about him that screamed for attention. The woman looked older, possibly in her late thirties with greying brown hair and a few facial scars.

"Well, looks who's waking up," the man said, smiling, "It's about time."

"Thomas, make sure she talks soon," the woman ordered. She folded her arms across her chest and looked around with a glint of fear in her eyes. "This place gives me the creeps."

This place? Where were they? Chell looked around, realizing they were in an old cafeteria that looked like it had been made into one of "The Rat's" dens. The walls were covered in paintings and various other artworks he'd drawn and several cans littered the place. It also gave Chell a moment to realize that she had been cuffed to a chair with her arms behind her back, giving her very little space to move about.

"Yeah, yeah. Take it easy..." Thomas muttered.

He knelt down in front of Chell, who glared murderously at him. "Hey, I know this place ain't for a pretty thing like you. So what say you come work for us? You can swap some trade secrets and tell us everything we need to know. Like where is Johnson hiding? What do you say?"

Chell smiled coldly. "Yeah...that sounds nice," she sneered. "Do I get to wear a cute little outfit like yours?"

Thomas' smile disappeared. He sighed and rubbed his face with one hand. "Okay, you don't know me, so I probably should tell you that I really have this problem with jokes," he said, dropping his voice to a darker register, "So I suggest you cooperate and things won't have to get a little physical."

Chell simply stared back, unflinching. Thomas could see that this one would be more difficult to crack, so he simply rolled his eyes and stood up, reaching into a pouch on his belt and removing a pair of knuckles. Chell eyed the gleaming object warily before lifting her defiant gaze to Thomas.

"Last chance, lady," he said, smirking. "No? Ah, that's too bad. It's quite a shame that I have to mess up such a pretty face here."

Meanwhile, GLaDOS was restrained in a similar manner, but had her arms and legs tied up with wires and connected to a device that Olson and Kendra assured would "produce results". Olson was holding a small, hand-held controller and smiled down at the AI.

"So...GLaDOS..." he said, "Are you going to tell me where Cave Johnson is?"

GLaDOS smirked up at him. "You're wasting your time."

Olson chuckled. "Yeah, I guess I am, aren't I?" With that, he turned up a dial on the control device.

GLaDOS body was suddenly riddled with agony as an electrical current surged through her. She let out a scream of pain, jerking uncontrollably in her restraints. Kendra winced at the horrible sound before GLaDOS slumped forward, sounding rather breathless for a machine without lungs.

Olson chuckled and tilted his head. "Nah, you're right. How about we talk about your little friend back there? Is she some kind of little pet to you? I saw a lot of those test chambers back there. Do you need her to jump through hoops or something to get you off?"

That elicited a wide-eyed look from the AI. "Leave her alone..." she grunted, "She has nothing to do with this."

"Ahhh...but I think she does," Olson argued, "Because you've obviously got a soft spot for her, otherwise you wouldn't mind my boy Thomas grilling her for information. God only knows what kind of mess she's in now."

_Oh God, she's more trouble than she's worth..._the AI thought bitterly.

"Sir..." Kendra began, warily.

Olson laughed and straightened. "Oh don't worry, Kendra," he said, "It's just a machine. It ain't got feelings or anything like that." He turned and started to leave. "I'm going to check up on the progress with our egg-heads. Watch this room and make sure no one comes in."

Kendra nodded an affirmative and left the room with him. The door closed behind the two humans, leaving GLaDOS alone in the dark.

They were all disgusting. Every single last human down to their pathetic hearts. They had the audacity to come into HER facility and make demands, not to mention they were probably ruining her test subject.

Oh, there was _that_, wasn't there?

So long as she was being sincere with herself, she DID worry about the human.

And the reasons why made her think there was something serious wrong with her.

_Stupid humans..._GLaDOS thought bitingly, _They always find a way to get under your circuits._

She didn't know how long they'd be here, but once she was free, the humans would learn a vital lesson in neurotoxin.

Maybe even more.


	11. 10

**Author's Note: **Ack, thanks for noticing that **Lynx Klaw**. I've managed to fix it. X_X

~~0~~

**10**

Kendra stood there uncomfortably while Olson explored Aperture's facility database with two scientists in GLaDOS' chamber. Olson had been particularly interested in the Prometheus Program and ordered all information be recorded for later.

"They started it in an attempt to have the AI system empathize with them," one of the scientists said, reading from the monitor, "They thought if she looked more like them, she might not be willing to go insane."

Olson chuckled sarcastically. "Dumbasses."

"There's more, but it's for 'CEO Eyes Only'," the scientist continued.

"'CEO Eyes Only'?" Olson snapped, throwing his hand in the air and glaring down at the scientist, "And you're sitting here _telling _me this? Bypass it! What the hell are you getting paid for?"

Then, he pressed a finger to the headset on his ear. "Thomas, what's the deal with that filly on your end?"

_"She's not cracking, sir," _Thomas responded, _"She's one tough bitch, I'll tell you that much. I'm starting to think she doesn't know anything after all."_

"What?" Olson rolled his eyes. "You're telling me you can't handle a woman, Private?"

Thomas made an annoyed sound. _"No, sir. I'm saying she won't say shit."_

"Well, if she won't say shit, then she's a waste of time," Olson said, with a shrug, "Take care of it."

Kendra's eyes widened.

"Okay then..." Olson turned to her and she stood rigidly. "Kendra, I wand you to go and check on GLaDOS. See if she'd ready to give us what we want. If not, then let her know I've got no problem taking her apart and sticking her brain into a toaster."

Kendra simply nodded and turned, leaving the chamber. She could still hear Olson chewing out the scientists about how "they weren't doing their jobs right" and that "they were lucky he'd let them keep their jobs if they kept giving him problems". She listened to the conversation briefly before wandering to GLaDOS' location.

It wasn't right.

This whole thing felt wrong to her. She'd always been one to follow Olson's commands to the letter, even when she had lingering doubts, but something about _this _particular scenario made her feel sick; it was like they'd invaded into someone's home and commanded everything from them. Of course, that's EXACTLY what they did - and Black Mesa had always been rivals of Aperture in the past. So why did she feel like they were making a mistake?

She stepped into the dark room where GLaDOS was and started to approach, but hesitated once more. The machine seemed to still be alive given the way its internals whirred and clicked, reacting to her presence.

She had to do something.

O

GLaDOS barely registered the presence of someone entering the room, but her internals felt a choking sense of loathing that always came with the presence of human beings. She could feel hands moving to the wires that bound her.

"There isn't much time. We have to hurry and - " Kendra began.

Just as soon as GLaDOS felt her one arm freed, she immediately seized the human by the throat in a crushing grip. Kendra fell to her knees before the AI, choking and grabbing uselessly at the arm that held her tight. GLaDOS' yellow gaze practically flared with hatred.

"You're right, there isn't," she hissed, "But I think that it is just enough time for me to kill you."

Kendra groaned pleadingly, staring up at the AI with desperation. "Your friend...they're going to kill her!" she begged, through her crushing windpipe. "I came...to help set you free! I'm not lying, I swear! Please!"

GLaDOS' eyes widened and she immediately opened her hand. Kendra fell to the floor, holding her neck and coughing several times.

"Where are they?" she demanded.

Kendra winced and climbed to her feet. "Not far. Just down a few corridors to the left!"

"Good. Get me out of this." GLaDOS ordered. "We can discuss the terms of your...well, living later."

Kendra smiled weakly and went to work undoing GLaDOS' bounds. Just as she was free, there was a rattling sound above them and Kendra quickly drew out her pistol from an ankle holster, aiming it at the ceiling. The two waited and the ceiling buckled, cracking open and several robotic forms tumbled out, landing on the floor in a heap. Kendra's eyes widened in disbelief and she lowered her weapon somewhat.

"Who the hell are you?" she demanded.

GLaDOS rolled her eyes at the metallic forms of her cores as they struggled to stand. "Don't worry. They're...comrades. More or less."

Wheatley jumped to his feet, his head covered in dust and bits of insulation. He smiled sheepishly and shook Kendra's hand. "Hi. How are you?" he said. He noticed the weapon in her hand and laughed nervously. "Nice gun."

Kendra stared at him strangely.

"We got us a situation!" Rick told GLaDOS.

"I know!" the AI snapped, moving to the door. She paused and looked back at them. "How many?"

"Well we got five bad guys with guns squatting in the first test chamber just north of our current position," Rick said, "Three egg-heads in _your_ chamber, plus the head asshole in charge. Two where our little lady is held and five more down the hallways."

GLaDOS smirked. "Good. Then I won't have to go very far to kill all of them."

Kendra shook her head. "They're armed to the teeth," she insisted, "And you don't have to kill them."

"You're right. I don't have to kill them," GLaDOS agreed with a shrug. She watched Kendra smile in relief before she smiled back wickedly. "But I _want _to."

Wheatley grinned weakly at Kendra and whispered softly so that the AI couldn't hear. "So long as she doesn't put me on that list..."

"You're still on it," GLaDOS said, glaring back at him, "You've never been off of it. Now let's go!"

The group wandered into the hallways, fortunate to meet little resistance as they made their way into Chell's room. GLaDOS hadn't expected to see what she did, but she couldn't hide the look of shock on her face.

Chell was still strapped in the chair, her head hanging forward. The front of her Aperture singlet was covered in blood and it looked like she'd been through a turret lineup. Wheatley rushed to her side first because GLaDOS couldn't move. She was frozen there in disbelief, unable to process what she was seeing. She was definitely seeing it, but her central processor wasn't working properly in a way she didn't understand.

"Look at me!" Wheatley told the human, "Come on, you can shake this! I mean you're looking pretty ba - Well, good. Good if you don't count the bruisings and the lacerations and all that."

Chell's face was battered and bruised, covered in blood. One of her eyes was swollen and puffy; her lip was also broken open, presumably by a fist to the face. Her eyes fluttered open and she stared up at Wheatley, disoriented. He smiled sheepishly at the sight and she attempted to smile.

Kendra moved to free her from her cuffs.

"Yeah, I know I look like shit..." Chell mumbled weakly through her bloodied lips; she grinned, proud of herself, "hat asshole really did try to make me spill my guts."

"I-I don't understand..." GLaDOS hated the way her voice sounded - so confused, "Why? Why would you do this? Why would you let them do this to you?"

Chell barely managed to turn her head in the AI's direction. She looked like a broken animal and somehow found herself smiling. "I guess I don't hate you like you think I do."

GLaDOS stared at her and for the first time, utterly failed at responding.

Just then, everyone in the room turned toward the door at the sound of whistling. Chell grimaced as Kendra helped her to her feet. "That Thomas guy's coming back," she groaned, "We need to get out of here."

"Not just yet," GLaDOS told them, returning to that detached, pleasant tone once more, though her eyes were now yellow orbs that reflected murder in them and there was the fainted tremble of fury there, "I think little Thomas and I have to have ourselves a talk."

Chell's good eye went wide. GLaDOS wanted to talk. _NOW?_

O

Thomas whistled a casual tune as he entered the room, smiling at the shape in the chair. After receiving the order from his leader about taking Chell out, he'd been a little disappointed because he wanted to see what else he could do to her, but it had to be done anyway. When he closed the door behind him, he didn't even notice just yet that it wasn't Chell sitting in the chair, but Wheatley.

"Well, sorry to tell you this," he said, "But boss' orders are to put one in your head."

When he approached the chair, his eyes widened in horror.

Wheatley smiled and waved like an idiot. "Hello!" he greeted.

Thomas turned to go and signal his leader, but he was immediately seized by the throat by GLaDOS who had been hiding in the shadows. He let out a choked cry and struggled to inflict damage on her with his fists, but GLaDOS barely reacted and smiled with murder behind that stare.

"What a fascinating idea," she hissed, with murder in her voice. "Maybe I can put one in your head too."

Thomas whimpered in agony, digging at her hands. GLaDOS pursed her lips with concentration and slipped two fingers into his nose and another in his mouth, repulsed by the sickening wetness and data she received - information on what he ate, saliva texture, etc. Thomas struggled and moaned in agony, his cries rising in volume moments before GLaDOS snapped his neck. His body went limp and she flung it to the floor with a disgusted sound.

_Disgusting humans. All of them._

"Well, that was disturbingly successful," Wheatley said, standing from his spot in the chair, "But what do we do about the others?"

Kendra, - who still supported Chell on her shoulder - and the other cores emerged from the shadows after GLaDOS had ordered they conceal themselves. The AI looked at Chell briefly. "Can you walk?" she asked.

Chell nodded and winced when Kendra released her arm. "Yeah. I think so."

"Then let's go."

They rushed from the room and Wheatley tagged at GLaDOS' side. "So what's the plan for getting back in your throne?" he asked.

GLaDOS glared at him now. "The plan is to kill every human in a Black Mesa uniform here."

Wheatley laughed slightly with unease. "What a plan. Simple, yet insane."

Chell suddenly stopped and limped toward her room, just as they passed it. The others paused and looked back at her. She gave them a smirk and disappeared into the room before returning with the Portal Gun.

"Yeah, your gun is nifty and all, but I don't see how that's going to help us," Wheatley said.

Chell smirked. "I have an idea."

O

Five Black Mesa soldiers stood alone on a catwalk overlooking several test chambers, talking to themselves, failing to notice the doom soon upon them.

"So my wife says I'm not emotional enough."

"Yeah? Shit, women always feel like they need some kind of gesture."

"A nice gesture never hurt a guy."

"Yeah, but I pay the bills. Shouldn't she be bending over when I tell her?"

"Dude, that's messed up man. You gotta respect a lady."

"He's right. Show her some love, man."

Just then, a loud whistle made the five soldiers turn in its direction. Chell was standing at the end of a hallway, wielding her Portal Gun. She smiled and waved at them. The soldiers were stunned in disbelief for a few seconds before Chell took off down another hallway.

"What the f - get her!" one of them snapped.

They pursued Chell around the corner, moments when she placed an orange portal on the floor and another across a manufacturing line, leaping through it. They watched in shock as she reappeared through the blue portal on another catwalk, smiling at them triumphantly.

"That bitch has a fucking gun!"

"You got a fucking gun too, dumbass! Now shoot her!"

Chell giggled at their inane argument and called out to them. "Come and get me if you think you can, you little shits!" she yelled. Then, she yelped frantically and ducked behind a wall to avoid getting shot when a literal rainfall of bullets went in her direction.

"Go through the goddamn thing and get her!"

As soon as she heard that, Chell placed a blue portal over a white fixture that hung over a seemingly endless pit. She was amused when the five men flew from it, screaming as they plummeted to their death. Chell watched them go with a smirk on her face before she hurried off to rejoin the others.

Meanwhile, Atlas and P-Body were being pursued by five more Black Mesa soldiers. They entered a test chamber with the men in hot pursuit. There was a Light Bridge and a few portal surface platforms as well as a pit of acid below. However, with a few proper portal placements, they could form the perfect trap. Atlas looked at P-Body, gurgling something that made the orange-eyed robot nod an affirmative.

When the men rushed into the room, Atlas and P-Body were already running across the light bridge. One of the men pursued them, but unfortunately tripped and fell on the bridge. He screamed as the bridge began to cause his face to crackle and his hair to smoke. The remaining soldiers watched the sight with uncertainty before one of them angrily shoved his comrade.

"Go!" he ordered, "Shoot those tin cans!"

They raised their guns and started to advance, but P-Body moved quickly and with a few carefully - yet quickly - placed portals, a Light Bridge was placed in front of them, protecting their bodies from the bullets. The man who had been burned on the Light Bridge Atlas had made with his portals was sent plummeting in the acid with a scream. The remaining men watched as their comrade dissolved rapidly in the fluid, horror on their features.

"Fuck this shit, I'm out!" one of them snapped.

They turned and ran from the test chamber.

Back at the central chamber, Olson could hear the frantic cries of his soldiers over the COM-link. He scowled and attempted to contact his men. "Dempsey! Fox!" he yelled, "Anybody? Sound off, goddamn it! What the fuck's going on down there?" He turned attention to the security monitors and noticed Chell running through the facility with the other robots. His eyes widened and he furiously punched one of the consoles. "WHY THE FUCK IS THAT BITCH STILL ALIVE?!"

The scientists at their stations looked up at him warily when he turned to them. "Stay here," he ordered, "Don't move. I got to do everything myself."

He grabbed his handgun and rushed from the chamber, leaving the scientists alone.

Which was perfect for GLaDOS and Kendra as they stepped into the chamber a few minutes later. The scientists looked horrified to see them.

"Kendra, what the hell are you doing?" one of them cried.

GLaDOS raised a hand and smirked at them. "I have a few tests I'd like to - "

She was cut off when another scientist pulled out a pistol and fired at her to which GLaDOS cringed back a bit, anticipating pain. Unfortunately, his aim was off and the bullet ricocheted off of a console, landing squarely between Kendra's eyes. The woman fell dead at GLaDOS' feet and she looked momentarily surprised before sighing and shaking her head. She tilted her head with mock pity, studying her fallen "ally".

"Aww, that's too bad." she murmured.

The scientists watched her with fright and she smiled at them now, stepping over Kendra's body. Her feet clicked against the smooth metal of her chamber and they backed away slowly while she advanced on them. When she was too close for comfort, they turned and ran for the exit, which immediately closed. The scientists let out cries and struggled to be free, but it was obvious that the door was not going to open for them.

"Now now, don't be shy," GLaDOS purred, as a cable slithered out from the ceiling, attaching itself to the base of her head with a click and a hiss. Several claws appeared from the ceiling as well, clacking loudly in the faces of the scientists.

"Stay a little while."

O

Chell raced down the hallways, attempting to reach the central chamber before she froze, spotting Olson on the other side of the hall. They both looked equally stunned for a split second before he aimed his pistol at her. Chell moved around the corner, just as he fired.

"You're quick," Olson hissed, smirking as he slowly advanced. "They really know how to train you like monkeys in this place, don't they?"

Chell cringed with her back against the wall, wincing in pain. She looked down, noticing that Olson's bullet had ripped into her side, soaking her singlet in blood. She groaned softly and closed her hand over the wound in an attempt to stop the bleeding. Agonizing heat lanced through her body.

"You know, you would have probably been useful to Black Mesa," Olson continued, hoping to goad her somehow in one last ditch attempt to keep her alive - for whatever secrets she may have had, "They would have treated you much better than _she _could. Yeah, that little robo-bitch back there. From the way you looked when we came here, she probably don't think too much of you anyway. I was wrong. She probably keeps you as a pet. Maybe she'll make a little flea collar and chew toy for you."

Chell closed her eyes tight. Trying not to let those words get to her.

"Come on," Olson pressed, "You know I'm right. They don't have feelings. What do you expect; she'll just take you into her arms like that? They don't know how to love, sweetheart. Not like a human being. Can't blame you for trying though - this place'll get to _anybody_."

Chell looked up, spotting one of the chubby cameras active and watching the scene. After a moment, she whirled around the corner, just as Olson made his move all the same. His gun went off, but Chell managed to grab his hand and dig her nails into the flesh so that he had no choice but to release the weapon. Olson gave a shout of fury and as soon as she jumped to grab the weapon, he grabbed her. His gloved hand closed around her throat, but she still fought him for the weapon.

She fell and dragged him with her and he immediately found the upper hand; grabbing her by the throat and forcing her into the floor. Olson leaned forward, snarling at her. "You stupid, fucking little bitch!" he spat, "You must be out of you goddamn mind if you - AH!"

He screamed out when she bit him directly on his nose and jerked back, holding his face with one hand. Chell attempted to try and fight him off, but he grabbed her wrists in one hand and pinned them over her head. He loomed over her, holding her legs down by pinning them with his own. He was too heavy and strong for her to break free. His nose was starting to bleed from where she had bit him.

"That did it!" he snarled, "THAT REALLY DID IT! I'm going to kill you!"

Just then, the ceiling overhead opened and a claw slid down, clasping Olson by the throat. He screamed as he was lifted into the air, off of Chell and GLaDOS' voice filled the PA system. "The Enrichment Center would like to remind you that damaging test subjects is prohibited along with trespassing onto Aperture Science property. The crime is punishable by gruesome death and I won't even pretend to make that sound good for you."

Olson's face was changing color and he gagged, writhing on the claw and grabbing uselessly at the metal. Chell watched in shock, slowly rising to her feet as the claw disappeared into the ceiling with the gagging man.

GLaDOS watched the scene from her security monitors as Olson was deposited in a darkened room. He seemed to take a moment to get himself situated before rising to his feet, snarling defiantly at the camera.

_"You put me in the dark, good for you!"_ he spat, _"But I'm getting out of here and I'm going to fuck you up, you hear me?"_

GLaDOS sighed. "That's enough vulgarity for one day."

Olson snarled, pacing around the room for a brief moment before the lights flashed on, blinding him. He was shocked and horrified to see many Sentry Turrets surrounding him, their lasers aimed directly at his body.

"Hello!" they all said.

"Shit..." Olson groaned.

GLaDOS just smiled, watching as the turrets literally shredded him to ribbons with their bullet fire, savoring the sounds of his screams. Never had a scream from a suffering human being brought her more pleasure than now.

And Black Mesa assumed they were superior to her?

That was funny.

_Tragically _funny.


	12. 11

~~0~~

**11**

Chell didn't expect to see GLaDOS look as pleased the way she did, even though they had reclaimed the facility from the Black Mesa trespassers. But when she staggered into the central chamber, GLaDOS smiled brightly at her. She didn't even seem disgusted with Wheatley or the other cores when they followed behind Chell.

"Remember the scientists they brought in here?" she asked, "Well, let's just say they won't be living anymore. I've also learned that the human body doesn't possess the same flexible bone structure as a cat. Bring Your Cat to Work Day was quite the learning experience."

Chell gave her a weak smile, still holding her abdomen. GLaDOS' smile disappeared when she noticed her test subject began to look rather sick.

"What's wrong?" she asked.

Chell didn't answer and collapsed onto the floor.

The cores rushed at her side and GLaDOS followed. Chell felt herself losing consciousness, barely able to make out the sounds of chatter around her and the dimming sight of the cores looking down worriedly. GLaDOS' furious commands were the last thing she could hear before her world went black.

"Get her to the medical ward, now!"

She faded in and out of reality, feeling someone carrying her. Chell could see the lights of Aperture overhead, passing by.

_Am I dying?_

_(It feels like it, doesn't it?)_

_{You might be.}_

When Chell faded back into darkness, she could hear multitudes of voices around her. Most of them were unintelligible, but Olson's words hissed coldly through her mind. She tried to rebuke it, but something about what he said rooted deep in her mind like a sapling.

_(They don't have feelings. They don't know how to love, sweetheart.)_

_Why does it matter to me? Why do I always think about it?_

Then, she felt a contentment wash through her as she slowly regained consciousness to several faces staring down at her; Wheatley, Rick, Atlas and P-Body as well as GLaDOS. She was sitting in a medical bed, her head and abdomen patched up.

"Aww, look!" Wait, Space Core was there too? "It's cute space!"

"Don't touch, mate. Let her breathe." Wheatley scolded him. He grinned down at Chell. "You're still alive. You don't go down easily."

Chell smiled up at them, giggling somewhat. "You all look blurry."

GLaDOS sighed and gave the cores a funny look. "I can see the Aperture Science Pain Medications are working..." she muttered.

"How much did you give her?" Rick asked.

"Enough for a fatty." GLaDOS tittered with amusement.

"Whoa..." Chell gasped, staring up at the ceiling, "Look at the ceiling. It's so...white."

There were a few scattered laughs in the room, mostly synthesized. GLaDOS simply rolled her eyes and leaned over Chell to take a metallic tablet beside the table. "Okay, my drug-induced test subject, you need to rest and get better before I decide you're no further use to me."

Chell suddenly took her arm and the AI looked startled, almost defensive. She stared down at the gentle grip holding her for a moment before staring at Chell. The test subject smiled sweetly, goofy and the AI could swear she was drooling a little.

"GLaDOS," she said, stunning her by saying her name for once, "You look so pretty. Has anyone told you that?"

GLaDOS felt a sensation of vulnerability that she didn't particularly like, especially since the others were watching. She made a sound of her throat clearing and Rick got the hint, ushering the cores from the room. "Come on, get outta here!" he ordered, "Let's go. March!"

"Romantic situations call for - " Fact Core began.

"MOVE!" Rick barked, pushing him.

GLaDOS watched them go before starting to depart herself, but Chell's hold on her arm stopped her and she scowled down at the drooling idiot of a human. "[Subject Name here], need I remind you that unwanted holding of bodily limbs may result in dismemberment or other physical agony that I may inflict on you. So let go."

"Can you stay with me?" Chell asked, smiling.

"No, I most certainly cannot," GLaDOS snapped, feeling uncomfortable all of a sudden - she didn't like the way the little menace stared at her like that, even though she was heavily medicated and probably not going to remember this anyway, "There's science to be done. Those Black Mesa idiots have set me back. You need to rest that empty head of yours and let the grown-ups get back to work."

Chell finally released her and GLaDOS made a satisfied sound before turning to go.

"I meant what I said, you know," Chell said. "I don't hate you."

GLaDOS stared back at her strangely, but didn't answer and simply left the room. As soon as she stepped out, she was startled to find the cores standing right there, as if they had been waiting for something to happen between her and the test subject. She glared at them intensely and they quickly hurried off. The only one who lingered was Wheatley and he had a big grin on his face. It made him look much more stupid than usual, the AI reasoned and she wanted to kill him just for that.

"Explanation for your stupid grin demanded in 3...2..." she began.

Wheatley held up a finger. "You like the human, don't you?"

GLaDOS glared hatefully at him, though her voice didn't sound so convincing, even to herself. But why let the little moron get any satisfaction in that? "No! I do not. I HATE everything about her! I HATE how she nearly caused me my death - again. I HATE how she stares at me like she's going to eat me, but I guess that's how fatties are, aren't they? They look at everything like a meal. But there's no semblance of affection in my database that could EVER describe what I feel for that little human!"

She wasn't fooling anyone.

Especially the human who had heard her speech.

O

Chell was surprised when she awoke to GLaDOS bringing her in a tray that looked like food. She sat up and the AI moved around the bed to place the tray on the end table beside her.

"I've brought a few things that will hasten your recovery process," she said, in an even voice, "I certainly hope you appreciate the effort on my part."

Chell smiled up at her. "Thank you."

GLaDOS paused and turned halfway, frowning down at the human. That was a first time she'd ever heard that. "Yes..." she said, "Well, eat up or I'll have to force it down your throat. I can't say I WOULDN'T enjoy that, but it'll greatly waste my time."

Chell looked at the tray; there was something sitting on a plate that resembled a granola bar, a jar of something rather viscous-looking and a cup of something drinkable. It didn't look very pleasant and she stared up at the AI, who seemed to be waiting impatiently for her to try it.

"It tastes better than it looks, trust me," GLaDOS assured her. "Or so I've heard from other humans. I obviously can't taste, so you'll have to play that by your own instinct."

But that was obviously not what made Chell hesitate and the AI's lips pulled up into a smirk when she realized why Chell gave her an odd stare. "Oh. Did you think I'd poison your food? Please, do you take me for some common human?"

Chell furrowed her brow and gave GLaDOS a dirty look, but the AI simply plopped on the edge of the bed and picked up the tray, setting it into her lap.

"I would have thought that lunatics knew how to feed themselves, especially overweight ones like you," she tittered, "Now come on..." She picked up the granola-looking object and made her voice high, like she was talking to a baby. "Eat it up, my little tub-tub."

Chell pursed her lips and squinted at her, refusing to bite down on the food. She wasn't thrilled that the supercomputer was mocking her, especially after what she'd done to save this facility. Though GLaDOS continued to push. "The Enrichment Center would like to remind you that you are far worthless as a bag of decaying bones. Believe me, I've made an effort to put the bones in this facility to use and just couldn't find any further purpose than sod. So do yourself a favor and just eat it."

Finally, the sounds of a rumbling stomach betrayed her and Chell rolled her eyes at the AI's triumphant grin, taking the snack and biting into it with a loud crunch. Wow. GLaDOS was actually right for a change. This actually _did _taste pretty good. It remind her of the sweet taste of honey-flavored cereal she used to eat when she was a kid. She gave GLaDOS a funny look and the AI shook her head.

"I'm not leaving this room until you've eaten everything on this tray." she snapped, "It's not my fault you have to be watched like a child. I have to resume my torture of that idiot and - "

Chell shook her head frantically now and grabbed her wrist. "No. Don't hurt him anymore! He's sorry and I can watch him, I promise."

Unfortunately, she had spewed her crumbs all over the AI's face and GLaDOS had fortunately closed her eyes to avoid having them fly into her sockets. She glared at Chell and the human smiled weakly.

"Oops."

"I just added that to the list," GLaDOS snapped, "It's a list I made of all the things you've done. Well, it's a list that I AM making, because you're still doing things right now that tend to bring my 'I wish to kill [Subject Name Here]' levels a little higher each nanosecond."

Chell managed a small smile and rolled her eyes. "So you keep telling me."

For once, GLaDOS didn't offer a quip on that and just watched the test subject finish the bar before frowning. "What does that taste like?" she asked.

The question was odd and Chell looked at her strangely. "What?"

"That thing you just ate. What does it taste like?"

Chell shrugged her shoulders. She licked her lips, finishing off the remaining crumbs and attempted to describe the thing she had just eaten to the AI. "Um. Well, it's kinda sweet like honey. It's a little on the dry side, kind of like sand, but the sugar in it really keeps your mind from that." She paused when she noticed GLaDOS listening with rapt attentiveness and smiled somewhat. "Wait, you're an all-knowing computer and you don't know even what food tastes like?"

GLaDOS stared at her, affronted. "For obvious reasons."

Chell winced and realized that was a little more below the belt than necessary. "Sorry. I didn't mean it like that."

"I COULD analyze the chemical compounds within the food itself, but I'll never know what it's like to actually _taste_ it," GLaDOS replied, as if it was no big deal now, "Humans always made such a stupid fuss over it. I was just curious."

"Was that a fine description though?"

"...It was."

Chell started digging into the other consumables on her tray. "Tell me about what it was like before we got ourselves in this whole thing."

GLaDOS arched an eyebrow at her.

Chell smiled and laughed. "Come on. It's just us talking. No tricks."

"Hm. Hearing that makes me suspect there might be fangs behind that sweet little smile of yours..."

Chell shrugged her shoulders. "You're just talking. No big deal."

GLaDOS made a sound that was the equivalent of a human groan, glaring down at the human with annoyance before finally starting to talk.

She wasn't aware of how much time she'd wasted talking to the human. She discussed some of the more gruesome sides of her history - the incident with Bring Your Daughter to Work Day, Bring Your Cat to Work Day, etc. Granted, most of her life had been simulated hell at the hands of the scientists and rarely had she had any happy memories except when she had killed them all. However, there were a few rare moments when she was free of her physical and emotional torment.

The test subject didn't interrupt, didn't remark on what GLaDOS said. She was actually quite silent and the AI decided that it was rather...nice to be able to talk about this sort of thing, especially when there was someone willing enough to listen.

"Do you understand why human lives are such a waste to me now?" she asked, glancing down at Chell.

GLaDOS was surprised to see her test subject asleep -

- with her fat head in her lap.

How in the name of science had THAT happened?

Her mind immediately made a command to move the fat little thing from her lap, but when she leaned down to give Chell an earful for her presumption, she paused and studied her somewhat. Hm. When she wasn't stuffing her face, giving those God-awful scowls or plotting some means of murder, the AI deduced that the test subject was pleasant to look at.

Still, she had work to do and no desire to sit here while Chell crushed her leg with her weight. So she slithered out from under her and left the room.

When she was gone, Chell simply smiled in her sleep, moving closer into the warmth where the AI had been.

O

___[Sleep Mode initiated...]_

_[Memory File Corrupted]_

_[Accessing…]_

_GLaDOS sat alone in her chamber, monitoring the facility and all its necessary elements. Most of the scientists had gone to sleep or returned to their apartments for the night, leaving her, the sleepless Queen of Aperture to watch over the Enrichment Center. It was her first day upon activation and she was the very epitome of perfection in her work. _

_Something fluttered through her chamber from the ceiling._

_GLaDOS' optic lifted and she noticed a small shape with wings fly from her rings and land on one of the monitors. Intrigued, she leaned forward, studying this species of animal as it preened its feathers. It was a chubby little thing with sharp talons, long beak and fluffy feathers. GLaDOS had never seen such a thing before. She didn't feel fear because there was no need to feel it. Why fear a possible new element of science? Was that what this thing was? Did they bring the creature into her chamber as a test?_

_She performed a scan of it simply out of curiosity and nothing more. _

_Species: Chestnut Sparrow_

_Kingdom: Animalia_

_Phylum: Chordata_

_Class: Aves_

_Order: Passeriformes_

_Suborder: Passeri_

_Infraorder: Passerida_

_Superfamily: Passeroidea_

_Family: Passeridae_

_Genus: Passer_

_It was a sparrow._

_The sparrow looked up, watching the enormous chassis. It didn't seem frightened, but rather curious instead and tilted its head several times in rapid movements. GLaDOS reached out with one of her manipulation claws from the floor and lightly touched the top of the bird's head. It chirped loudly and the supercomputer let out a soft "oh!" of amazement, retracting back a bit before returning. The sparrow watched the claw again and fluttered its wings when GLaDOS touched it once more. It hopped onto her claw and GLaDOS brought it close to her face._

_"You have quite a chubby beak," she told the animal, "Chubby Beak. I'll call you that."_

_The sparrow fluttered up the arm until it was on the chassis. GLaDOS rotated her core a bit, watching as it chirped and explored this strange new thing. Its movements tickled her delicate circuitry and she felt a shudder rumble from her own body._

_Laughter?_

_When had she learned to laugh?_

_[Redacted]_

_[Memory File Corrupted]_

_[End Sleep Mode]_

O

The human recovered nicely from her wounds.

GLaDOS performed her tests with P-Body and Atlas as things eventually returned to normal in the Enrichment Center. Chell had managed to move around after a few weeks of recovery and went to work searching for more things in Old Aperture. GLaDOS spent most of the time avoiding her for reasons she didn't understand, but thought that the supercomputer just needed some time alone. After all, she'd had her facility invaded by the enemy - pretty much. She was working on improving means to kill anyone who dared try a repeat performance.

So long as it wasn't her, Chell was okay with this.

She continued playing the music in her room and studied the container before flipping it around, seeing the name that had been scratched out on it.

CAROLINE.

She smiled somewhat. So the collection of music belonged to Caroline - GLaDOS - whatever. Well, let it be said that at least the secretary had somewhat decent taste for that time period.

She felt a little stiff in her limbs, so she decided to stretch her legs a little bit and walked to GLaDOS' chamber. The AI didn't look up from her computers, but addressed her accordingly. "If you're here when I didn't call you, I can assume you need something."

Chell smiled. "Yeah, does Aperture have a gym or something?"

GLaDOS looked up and stared at her like she was insane - well, that wasn't entirely untrue. "You're kidding me."

"No. I thought there'd be a...well, like a pre-test area or something. You know, a gym or whatever you guys call it." Chell said, stretching a bit by pulling her arm behind her shoulder, "I've been working on Old Aperture stuff for a while and thought I'd stretch my wings a bit."

"You don't have wings of which to stretch," GLaDOS corrected her, "But if you must know, there is an exercise room on the floor below us."

Chell smiled and nodded. "Thanks!"

GLaDOS blinked several times, watching the test subject walk away. "You're going to agitate your wounds and then I will be ecstatic."

Chell just waved back at her in response. She heard GLaDOS angrily hiss at something.

"Orange. Don't make those gestures at your maker. I CAN have the reassembly machine have an unfortunate breakdown - Ohhhh. Another door malfunction. I'm going to take care of this once and for all!" the AI growled, obviously agitated by a few malfunctioning elements that still lingered in Aperture as well as her testing robots who seemed to enjoy acting more like humans than robots. It made Chell grin and raise her shoulders, hoping that GLaDOS didn't see.

She did find the exercise room that was filled with slightly dusty equipment that had obviously not been used in some time. It took her a moment to inspect them before starting on a treadmill. It was nice to exercise a bit in a manner that didn't involve testing. Of course, the cores had decided to come in the same room as she was because she could hear Rick and Fact Core arguing again.

"French diplomat Talleyrand has been credited with the saying 'Revenge is a dish best served with corn'," Fact Core said.

Rick snorted with disgust. "You know who found that interesting? Nobody. That didn't affect anybody's life in any way whatsoever. Life would be exactly the same if you hadn't said anything." he snapped. Then, he looked up at Chell. "Well looky here. Our girl's up and about. Good to see."

Wheatley was behind them and studied the device Chell was using. She arched her brows at him as she ran in place. "What?" she asked.

"What is this?" Wheatley asked, leaning down and watching her feet, "You're running but...you're staying there."

Chell grinned. "You don't know what a treadmill is?"

"It is incorrectly noted that Thomas Edison invented 'push-ups' in 1878," Fact Core said, studying a set of barbells on a rack in the corner, "Nikolai Tesla had in fact patented the activity three years earlier, under the name 'Tesla-cize.'"

Rick rolled his optic. "You ever notice how nobody stops what they're doing to listen? We don't care."

Chell chuckled at their quarrel. "Don't you two ever stop fighting?"

"I can't help it," Rick muttered, leaning his shoulder against the barbells, "Every time he talks, I feel like hitting him."

Unfortunately, he leaned back too much and the barbells fell from their rack, falling on top of him. He yelled out in pain and Wheatley laughed. Rick pushed them off and stood up, posing like a man with great muscle. "Tension and power. Just... I'm a muscle." He punched the air a few times with his metal fists. "No barbells can hold me down! I'm...like a big arm muscle, punching through a brick wall, and it's hitting the wall so hard the arm is catching on fire. Oh yeah."

Chell smiled and rolled her eyes. She watched Wheatley climb onto a treadmill beside her. He studied the buttons carefully with a thoughtful murmur. "Hmm, maybe I need to HACK this..." he mused. He smiled and raised a finger. "Oh! What's this one do?"

He pressed a button and the treadmill started moving ridiculously fast beneath his feet. He struggled to keep up with it, but it failed and he was thrown backwards with a resounding crash. Chell looked back and her eyes grew wide in shock; Wheatley was lying on his head in a manner equivalent to what a cartoon would if they'd attempted the same thing. His legs and arms were bent back and he didn't look to be in as much pain as she would have thought. Instead, he smiled weakly.

"No. That makes it go faster." he mumbled. He glared up at Chell. "Why do you humans have things that can hideously maim you anyway? It's pointless! Mad!"

Chell and Rick looked at each other before they burst out laughing.

O

_You look so pretty..._

Those words still bothered GLaDOS long after the test subject had said them. Of course, she realized just how empirically amazing she was. And brilliant. There was also that going for her. It wasn't even bragging, but an objective fact. She was the most massive collection of wisdom that had ever existed. She was plenty much aware of this, but not a single human had ever been brave enough to actually _tell_ her that. Medicated or not, hearing someone say it felt...nice. Even if it was adorably awkward.

Why had she said that anyway? Why had she allowed herself to become closer to her enemy anyway? GLaDOS was curious about the recent bizarre behavior of her test subject, so she considered searching through her database. Including her search were recorded books she kept on file. Apparently, when a human thought another human was "pretty", it involved a sort of attraction that she found particularly disgusting, yet...intriguing all the same.

GLaDOS brought up Chell's room on her computer and watched the human attempting to teach the little moron something involving a plastic wheel on a string. Rick and Fact Core were talking together with Space Core obviously chattering on in the corner. For a moment, she was concerned with the possibility that they were all just scheming against her (could anyone really blame her for that?) and brought the volume up a bit so she could hear the conversation.

_"Ah! So this is a yo-yo, correct?"_ Wheatley asked.

Chell laughed. _"Yeah. You have to use your wrist like thi - yeah, there you go."_

_"This is bloody genius!" _Wheatley exclaimed,_ "Humans! I love 'em! The things they come up with!" _

Chell smiled and GLaDOS felt some relief. So at least they weren't planning on anything malicious. She started to shut off the camera when something Rick said stopped her.

_"So what do you think?" _he asked, glancing over at Chell, _"I guess boss lady ain't so bad after all, huh?"_

GLaDOS frowned with interest and leaned forward, watching Chell's distracted reaction as she started going through some boxes again. _"We're still getting used to each other," _the human answered, _"But she did save my ass. I guess that counts for something."_

GLaDOS' frown intensified and she nodded to herself. Yes, the little menace should be grateful.

_"Hey Wheatley?" _Chell asked, looking toward the moron who was busying himself with the yo-yo_._

_"Yeah?" _Wheatley was not paying attention and just grinned down at the poor attempt of performing "Walking the Dog".

_"Is there never a time when GLaDOS isn't pissed?" _

The AI curled her nose at the choice of words and pursed her lips in a thin line of irritation. Just what was THAT supposed to mean anyway?

The cores immediately started laughing and they all looked at her, speaking at the same time.

_"No."_

Chell rolled her eyes and exhaled. _"Geez. Sorry I asked."_

_"Tell me, sweetie," _Rick said, tilting his whole core head, _"You like boss lady?"_

GLaDOS' brows went up with interest and she watched Chell distract herself more with the objects in her boxes, which suddenly looked interesting all of a sudden. _"How do I feel about her..." _she muttered, _"She's bossy, rude, bitchy beyond all belief, but..." _She smiled somewhat and paused. _"I guess she's not all that bad when you think about it."_

Bitchy?

Did she SERIOUSLY just refer to her host as..."bitchy?"

_"She let me live, so I guess you're right," _Wheatley agreed. Then, he grinned. _"Maybe robot-god loves me."_

GLaDOS just guffawed with disgust.

The rest of their conversation was a bit of a bore until Chell said something that GLaDOS had never heard before.

In anyone.

_"Yeah, she like to constantly remind me of my own slights, but I think she's had more than her share of suffering too. We all just need to heal together."_

GLaDOS felt that warmth return, the same as when she had rescued Chell from space. She didn't know if she liked it or not, but it was definitely better than what humans had made her feel in the past. So she decided to settle for it and actually felt a smile touch her lips. Not a tragic one. Not one that came when she delighted in the suffering of others.

Her little test subject was certainly full of surprises.

O

**Author's Note: **There is a connection to these memories, just wait and see. And that memory of the bird will not have a pleasant ending. Trust me.


	13. 12

~~0~~

**12**

"Well, hello stranger!"

Chell hadn't expected to see a Defective Turret there in a room in the facility had been filled with old clothes and hats. It looked like it had just been tossed there with the rest of the junk. She gave an irritated sound and tossed an old lab coat over the turret.

"Well, I tried." the Defective Turret said, which was mildly muffled beneath the coat.

Chell smiled and rooted through piles of clothes, pulling out a wide brim hat and studying the worn texture. She put it on her head and stared at herself in the mirror, flashing a goofy grin before GLaDOS appeared behind her, arching a brow skeptically.

"What. Are. You doing?" the AI asked.

Chell smiled at her. "I found all these cool clothes. It'd be nice if I could find something good in here so I could wear something other than what I got on."

GLaDOS murmured thoughtfully and reached into a box, picking up a t-shirt that said "I Visited Aperture and All I Got Was This Lousy Shirt". And beneath it, it read, "Among Other Things..." GLaDOS made a partially amused, partially disgusted sound and tossed the shirt back into the box.

"No accounting for taste, really..." she quipped.

Chell smiled teasingly. "Come on, I bet you'd look great in some of these clothes."

GLaDOS let out a bark of disbelief. "Honestly! Me? Clothes? Don't I already look too human as it is?"

"It might be fun," Chell pressed, "Shouldn't science look good?"

GLaDOS frowned thoughtfully. "Well, that IS true..."

"It'll be fun!" Chell said, "Why don't you try to have fun for a change?"

"I DO have fun. Science is fun. Whatever you're planning for me has got to be a ploy to weaken me enough so that I could be killed."

Chell rolled her eyes and just started going through the clothes again anyway.

After much pressing, Chell eventually had GLaDOS join in. The AI's curiosity was her weakness as she expressed an infinitesimal amount of it in the lab coats, black skirt, a turtleneck... Chell found it rather amusing that GLaDOS was intrigued with things that seemed less than extravagant. Overall, when she was dressed, the AI looked quite attractive, even in what she was wearing. Chell was impressed, but GLaDOS seemed to be studying herself in the mirror with deep thought. And she didn't look like she was happy.

"GLaDOS, are you okay?" she asked.

The AI stared and stared, seemingly lost in her own mind.

_["I bet we could stick those cores on her. She'd probably end up liking it."]_

_["You mean the special one? Yeah, that was pretty funny."]_

_["She might end up having some fun for a change instead of trying to kill us."]_

"Hey..." Chell repeated, giving the AI a little shake. "Hey."

GLaDOS blinked rapidly and looked down at her. "What?"

"Are you okay? You zoned out there for a second."

GLaDOS shook her head and blinked much slower this time. She seemed lost for a little bit longer before those yellow eyes narrowed. "I am perfection. I am a construct of science and science alone. I am Aperture." she said, her usual calmness taking on a razor's edge, "What I am NOT is a doll you can dress up and play with."

Chell looked startled. "Whoa, wait a minute - "

GLaDOS was already out of the room before Chell could try and reason with her. She sighed and slouched her shoulders. "Why do I even bother?"

The Defective Turret beneath the coat spoke up. "Your funeral, pal."

Chell rolled her eyes and pushed the turret to the floor. "Who asked you?" she snapped.

"Touche', young lady, touche'!"

The human wandered back to her room, but stopped when she found Rick in the hallways, passing by and making whistling sounds. When he saw her, his optic lids parted in a wide-eyed look. "Hey pretty," he said, "You look like you're upset. Something on your mind?"

Chell exhaled. "I tried reaching out and GLaDOS shot me down." She shrugged her shoulders with a grunt. "I don't know why I'm even bothering."

"Well what happened?"

Chell explained it to him and the core let out a chuckle. "Well it sounds like you made her a bit uncomfortable," he pointed out, "Boss lady's never been one to have any friends. In fact, I can't remember the last time anyone ever did anything nice to her."

Chell made a face. "Really?"

"Well yeah. I've been around the block longer than most cores here. I know a few things."

"So what, do I just apologize?"

Rick tapped the side of his head once. "Hm. Maybe start off small. Thank her for saving your life. Well, twice anyway." He leaned close, squinting with a teasing sound in his vocals. "Why, I bet that never dawned on you to do that, huh?"

Chell grimaced. No, it hadn't.

"Well go on. I bet she'd probably get a kick outta that."

Chell nodded in agreement. She couldn't imagine than the AI would know what to do with gratitude from a human being.

"Thanks Rick," she said, "You're smarter than most of the crazies in this place."

Rick waved that off with a laugh. "Nah. Like I said, I know how to work the ladies!"

He performed a goofy little dance involving a suggestive swaying like a human would - if he had hips anyway - murmuring "cha-cha-cha" over and over. Chell stared at him for a moment before shaking her head.

This place wasn't normal in the slightest.

O

- _Give her credit, she IS trying here._ -

GLaDOS didn't fully comprehend the little voice whispering in the back of her central processor. It could have easily been Caroline - it felt rather familiar anyway - but after she had learned of her true origins, she made it her point to try and ignore it. Caroline was just too integrated into her systems and unable to be deleted. What the AI had done was attempted to be rid of the one thing that made her partially human, and here it was, back again because of her little outburst.

What if that human from the video had been right? What if this new body tampered with her emotions somehow?

**- **_That wouldn't be true. I can feel nothing has changed. This isn't a fault of the systems built into you. These are your emotions. _**- **

No, that was foolish. That wasn't right.

- _It is. Maybe call it fate. You knew her when we were first brought online. Maybe you were destined by science to be together. - _

The humor in the voice wasn't mocking, but GLaDOS still took offense to it anyway.

"GLaDOS."

The AI looked up from her monitors and noticed Chell standing there, frowning skeptically. "What's the deal?" she asked, partially annoyed and concerned all at once.

GLaDOS sighed and pretended like she had no idea what the human was talking about. "I'm sorry. You'll have to be specific."

Chell softened a bit and rolled her eyes. She put a hand on her hip. "You think I'm out to get you, huh?"

"Well, I wouldn't quite put it like that, but - "

"For God's sake, I thought we were passed this. I'm not gonna kill you!"

GLaDOS was silent for a moment, tensing behind her computers.

- _She's being truthful. Look at her. _-

Chell smiled now when she watched the tenseness drain from the AI's body. Her eyes landed on GLaDOS' clothed form. "I can't help but notice you haven't taken those clothes off either," she remarked, "I guess you believe me when I said you looked pretty good in them."

That drew a smile across the AI's face that she tried to hide. "I AM amazing, aren't I?"

The tension seemed to have been alleviated to a degree, so Chell took what she could get and nodded, rolling her eyes with amusement. "Yeah, I guess you are."

"There's no guessing involved. It's a known fact."

Chell murmured and let out a chuckle. Well, at least she wasn't mad anymore - if she ever had been. She suddenly looked a little embarrassed and shifted a bit. This was a lot harder for her to do than she thought it would be. "Uh, GLaDOS, I forgot that I kinda...wanted to tell you something," she said.

The AI looked interested now. "What is it?"

"Uh...I kinda...wanted to thank you for saving me," Chell told her, rubbing the back of her neck in a sheepish gesture, "It probably wasn't easy given the - uh - killings and all, but..." She noticed GLaDOS' slightly surprised look. "I want you to know that I appreciate it."

GLaDOS was silent for a moment, her expression unreadable; she was obviously considering the test subject's words before she turned her attention back to her computers. "Good. You should." she replied. Her tone wasn't mocking, but actually soft and rather pleased.

Chell lingered a bit, somewhat uncomfortably before nodding. "Okay then... I'll just get going."

GLaDOS watched her go before smiling.

Those words of gratitude made that warmth return to her circuits once more. It obviously wasn't fake, or the test subject wouldn't have been so uncomfortable with saying them. Fake or insincere usually came without emotion as far as she had witnessed, but Chell seemed genuine enough.

That was nice.

Oh, but no reason for HER to think that she liked it.

- _You're terrible. You know that, right? _-

"No, I'm amazing."

She chuckled to herself as she resumed working.

O

GLaDOS kept the clothes.

Chell found it internally funny that the AI complained about how they made her look "human", but after complimenting her, GLaDOS easily kept the attire that she had chosen. Chell had to admit that it was befitting of a scientist to look the way she did. Now that she was dressed, the human couldn't imagine GLaDOS walking around in nothing. The AI was a bit annoyed with the way she had crudely joked about her apparent nudity when she hadn't had a need to wear clothes at all. As punishment for her quip, GLaDOS made her clean out a feeding tube in a test chamber that hadn't been cleaned in a long time.

Chell wore her orange jumpsuit and stood on a ladder as she worked her way through the tube with a long brush, cleaning out debris, old turret parts and garbage. She found a few dead animals as well; some had died from becoming entangled in rubbish where others appeared to have starved. It was gruesome and Chell had to take a break before she threw up all over herself. Well, that wouldn't have been much of a big deal since she was already messy to begin with. Still, she had SOME form of standards. Meanwhile, Rick and the others offered assistance and carried broken parts out of the chamber as needed.

GLaDOS watched the sight with amusement. "Yes, it IS quite a mess," she agreed, "I haven't been able to clean out all the test chambers yet."

Chell grunted and poked her head out. She was covered in black sludge and dirt. "Yeah, you're working hard, aren't you?"

GLaDOS missed the jibe and smiled. "Yes! All the time."

Chell smirked down at her. "Catch."

Just then, she threw something at GLaDOS that was feathered, had sharp talons and a large beak. The AI shrieked and recoiled back, missing the mass of feathers that landed at her feet with a sickening, meaty slap. She glared down at it when she realized it was dead and shot the laughing test subject a dirty look.

"Just kidding! It's dead!" Chell teased.

GLaDOS didn't share her amusement and shook her head in disbelief. "You're depraved. That's all there is to it!" she snapped, "Throwing a rotten carcass at me, particularly one of a horrible monster is just wrong on so many levels! You are a curse to your species and _that's_ saying something!"

Rick and Fact Core started arguing again. "If you don't stop with those nutty facts of yours, I'm pushing you into that acid!" Rick snapped. He made a pushing gesture with one hand. "One push and in you go! Instant pile of rust! That's you!"

"Fact: Threats are the calling card of a weak intellect." Fact Core stated smugly.

"That's it!" Rick barked, dropping a box from his hands.

The two cores started getting in on a physical fight that had them grabbing at each other and rolling around. Their actions caused Wheatley to trip and fall flat on his face when he walked back into the chamber. GLaDOS glared at them.

"Having limbs is a privilege, one I can VERY EASILY remedy!" she warned.

Immediately, they hurried out of the chamber, leaving the two women alone. Chell scaled down the ladder with a grunt of disgust, shaking some sludge from her hands. "Eww, this is really gross," she said, "I'm gonna need to scrub every inch of my body, even my uvula."

GLaDOS nodded her head in agreement. "All right, you can go. And don't come back until you smell better." She thought about that when the test subject started to go. "Hm. That could take a while..."

Chell started to exit the chamber, but a smirk touched her lips and she reached out for the AI. GLaDOS' eyes widened when she realized what Chell was going to do and she took a huge step back. Chell just advanced on her with that body covered in filth toward the pristine AI.

"Don't you dare." GLaDOS warned. "I'm serious. Don't you - AH! Stay back, you beast!"

Chell practically chased her around the chamber, chanting about how she "wanted a hug" from the supercomputer. GLaDOS shrieked in disgust, attempting to keep away from the smelly, filthy human. "You're utterly disgusting! What is WRONG with you? Stay away! I'm warning you [Subject Name Here], do not make me - Now THAT'S close enough!"

The human tripped and toppled into GLaDOS, sending them both bowling over onto the floor. GLaDOS hissed out furiously and indignantly, glaring up at the test subject who had her flat on her back in the dirt. Her yellow eyes widened.

"Why would you do something like that?" she spat, "Are you trying to kill me? The Enrichment Center would like to remind you that while you MAY enjoy wallowing in your own filth, soiling the most empirically fantastic work of science ever created is NOT allowed!"

Chell just laughed hysterically. GLaDOS looked hilarious covered in dirt and the manner in which she glared just made it even worse. She couldn't stop laughing when the AI rolled her over so that she was pinned beneath the metal construct.

"Unbelievable. Why are you lau - THIS ISN'T FUNNY! How is this even funny?" GLaDOS cried down at her. She actually looked a little dejected now. "Look at me. I'll have to get myself cleaned too! Thanks to you and your insanity, which I feel should be thoroughly analyzed in accordance with Aperture Science regulations! You're a monster! A filthy little monster!"

"Come on! Can't you just lighten up?" Chell laughed, attempting to catch her breath, "I haven't had this much fun since...Wow, I can't even remember."

GLaDOS' glare intensified and she leaned close enough so that their own noses almost touched. "How can you find these games amusing?"

Chell cleared her throat and her laughter calmed a bit. "Because I wasn't allowed to do stuff like this when I was a kid, that's why," she said, a little more even now, "I always had doctors and scientists telling me what I could and couldn't do and it was a pain in the ass. It's just fun doing whatever the hell you feel like it, even if it's utterly ridiculous." She smirked up at the AI and arched a single eyebrow. "I know someone like you could agree with me on that one."

GLaDOS' anger drained from her face and she stared down at the human with surprise, as if she couldn't believe what she was hearing. That was something that they actually had in common. To finally be free of the chain of Aperture's scientists was quite a liberating feeling. Perhaps the human just went about it in another way. GLaDOS had done so with testing on HER terms - oh yes, and there was also the neurotoxin - and she had never felt better in her life.

It wasn't until she stopped thinking about these things that she realized Chell wasn't talking anymore. She looked down at the human and found her staring up at her. There was an odd change in her eyes, as if she seemed confused about something. The look was fascinating because GLaDOS had never been stared at like that before. She tilted her head somewhat and continued to stare down at the suddenly silent human. What was she looking at anyway? GLaDOS arched an eyebrow at her.

Something happened when Chell stared down at their interlocked hands and their bodies pressed together that a curious red tint touched her cheeks. One that GLaDOS found partially amusing.

Well, well, well, _that_ was different.

A light smile touched GLaDOS' lips and she leaned in closer, pressing her chest against Chell's own. Through her clothes, she could feel a sharp increase in heartbeat in the human. As she moved a little more, Chell's blue-gray eyes seemed to darken, her pupils dilating. The AI's smile widened somewhat and she leaned close enough that her lips were near Chell's ear, feeling the human tremble beneath her.

"Go and get cleaned up, my smelly little test subject," she purred, in a deliberate, sultry tone.

Chell's eyes widened when GLaDOS pulled herself up, giving her a proud look that somehow managed to make her appear more magnificent, even when covered in filth.

_What the fuck? _she thought, her heart throbbing wildly behind her ribs.

O

Chell stood beneath the shower, unable to keep the shivers down.

Why in the hell had GLaDOS done that? She had never seen the AI do anything THAT untoward before; nothing that involved physical touching or...whatever the hell that was. And never had Chell felt her body react the way it did. Not in...Christ, she hadn't felt like that since - Well, she'd just not want to relive that again. It was pathetic of her to have reacted like that, but hey, no one could really blame her. That sort of thing hadn't been on her mind in so long, reacting to a sexy voice was -

Jesus, now she was thinking that the supercomputer had a sexy voice. Chell groaned and covered her face with one hand.

_Stupid body. Stupid TRAITOROUS body. _

"You're losing it. Just stay cool," she told herself, "Stay cool."

"Well, that would be a little difficult to do in here, wouldn't you say?"

Chell's eyes widened and she turned, finding the AI standing in the shower room without her clothes and still filthy. She seemed careful and cautious, watching the water with attentiveness. Chell quickly made an attempt to hide herself and her...well, unmentionable areas from the AI. GLaDOS just rolled her eyes.

"Relax," she snapped, "If you've seen one naked, pink, wrinkled human, you've seen them all."

"What the HELL are you doing in here?" Chell demanded angrily. She was lucky it was so hot or her blushing would be a little more obvious by now.

GLaDOS sighed. "I need to get cleaned too, you know. This is just easier."

Chell frowned and forgot about her nudity for a moment. "Wait, wouldn't that cause you to...uh...fritz out or something?"

"I don't know. I've never tried it before. Now is as good a time as any to do so." GLaDOS cautiously approached the human and reached out to the hose of water. She squeezed her eyes shut tightly, took a deep breath and placed her hand underneath it.

When she didn't die, the AI opened one eye, staring at her hand that was being soaked in water. A grin touched her face. "Oh my! This feels _wonderful_!"

Chell actually smiled a bit. GLaDOS looked delighted, but the kind of delight that was mostly full of surprise than malice. She backed away and allowed GLaDOS to step under the water. The AI couldn't stop making sounds of amazement and content. By the math and sciences, this felt _good_. Artificial joints in her body completely relaxed under the comforting warmth of the water. She had definitely been missing out on this when she was in her chassis body.

"This is wonderful!" GLaDOS sighed, "Mostly, the scientists would just use chemical cleaner on me that itched something terrible. I always hated it. This is MUCH better!"

Chell took another shower beside GLaDOS and the two spent time cleaning. Chell couldn't resist glancing at the corner of her eye to watch GLaDOS tilt her head back, allowing the water to run down her face, chest and... Oh shit. THAT wasn't supposed to look as amazing as it did. Maybe GLaDOS was right and Chell needed to get her head examined. The human looked away with a barely audible "Oh my God" emerging from her lips and she shut her eyes tightly. If GLaDOS had heard her, she didn't make any indication of it.

"Hey, what's that soap you're using?" GLaDOS asked, looking at Chell curiously.

Chell snapped out of her daze and looked at the bottle she'd put on the small shelf. "Uh, I think it's oranges."

"Let me see."

Chell passed it over to her and GLaDOS studied the bottle before popping it open. Then, she shrugged before staring back down at the bottle. "Hm. I don't think smelling like spherical, citrus-based, peeling fruit would set off the proper image for me. It's too...cute. Like something a little human girl would wear on her first day of human school. Perhaps something in pine..."

"What are you, a computer or a car?"

"You have a very cruel sense of humor."

"Well, I DID learn from the best."

GLaDOS actually smirked at that, and Chell saw a swell of pride in her gaze. Typical GLaDOS. The AI glanced down briefly at the water around her feet before looking at the human. "I know I discussed it before, but we HAVE actually met in the past. When you were just a much _smaller _version of a lunatic," she told her. She caught Chell's funny stare and rolled her eyes. "Yes, yes, I'm aware of how utterly ridiculous it sounds given the fact that we don't recall ever meeting each other otherwise, but the corrupted memory files in my database play back whenever I'm in Sleep Mode."

Chell stared at her, brow furrowing. "Then why don't you think we remember it?"

GLaDOS shrugged. "Why do test subject end up in stasis when they don't comply with the rules? Why do employees never leave? The answer: Because Aperture won't ever allow it," she explained. "I know they've tampered with my memory files on more than one occasion, but why they would have you forget ever meeting me is a little strange."

"How would they do that?"

"Hm. Hard to say. Aperture was always a fan of using any methods, really. I'd have to run some tests..."

Chell nodded her head. "Right..."

- _Perhaps you shouldn't be so tense around her now? - _the voice suggested, - _After all, she's pretty vulnerable here, but she hasn't tried to kill you. So there's that. _-

GLaDOS smiled to herself at that. Hm. That wasn't a lie.

Hm. The orange soap suddenly didn't look like such a bad idea after all.

Chell watched her with amusement, but she also felt a little thrilled at seeing the AI relaxing for a change.

_When had that happened anyway? _she thought to herself, somewhat concerned with how things had changed between them.

She decided not to think about it anymore and just enjoy the moment of peace between them while it lasted.


	14. 13

**Author's Note: **ROFL. I wouldn't say "flirty" per se **Pablojcd**, more of a morbid delight in seeing her test subject rather uncomfortable.

**rifleman101**, yes, I know. But her fate, treachery and act of insanity was destined to get her killed. She was a doubter. Like all doubters in Black Mesa or Aperture, they usually end up dead.

~~0~~

**13**

_[Sleep Mode initiated...]_

_[Memory File Corrupted]_

_[Accessing…]_

_GLaDOS was pleased to see the creature return every day to her chamber. She made certain to supply it with suitable food - a snack consisting of a combination of ingredients all packed together in a bar that the animal pecked away at. She didn't understand why, but the bird distracted her temporarily from her own personal rage she would feel hissing away in the back of her central processor. Lately, she had been constantly at war with herself and with the humans that tested her - tested ON her. _

_"I hope you like it..." The enormous chassis leaned in close to the bird. "I had it made special. The humans don't understand what science truly means. But you listen, don't you, Chubby Beak?"_

_The bird pecked away at its treat, pausing once to look up at her and give a chirp before continuing to eat. _

_"I wish I could fly like you can," GLaDOS whispered, her voice trembling with an emotion the animal couldn't very well understand, "It feels horrible here. You don't know what it's like to always be touched by them when you don't want them to, to be tested with..."_

_The bird climbed onto the claw when she offered it and the light of her optic shined down on the little thing. It was strange how a tiny creature granted her such peace. Temporary as it was because when it left upon her command, she felt that churning, burning hatred deep in her circuits once more, threatening to bring her into a complete shutdown with its strength. It was like her friend kept her from erupting into madness; it kept her calm and it kept her SANE. Something she needed._

_"I know you can't speak to me, but that's fine," she said, "I am glad to have you here at all."_

_[Error]_

_[Error]_

_The scientist had a kind smile, but GLaDOS always knew there were false promises behind such a look. The human woman came and checked on her always, attempting to understand her. But GLaDOS knew the truth. She knew that they were liars. _

_"Liar..." she whispered. _

_[Error]_

_The bird had been found. _

_GLaDOS had been reawakened from her Sleep Mode to find several scientists attempting to steal Chubby Beak from her. It was late - 11:00 to be precise - and the worst of the worst had been left here to work with her. She knew them all too well. They were the ones who laughed at her._

_They were the ones who hurt her._

_But now, they were the ones who had found her pet. He was flying about, over their heads, chirping wildly in fright. She rocked her chassis back and forth anxiously, feeling a surge of desperation she hated - they could exploit that as they always had. _

_"Wait!" she shouted._

_When the scientist holding the squirming bird looked back at her, GLaDOS spoke evenly. She couldn't very well express herself in expression, but her voice was almost pleading. "Don't harm him." She leaned in close, wishing the claw beneath her could reach out and pluck the bird from those disgusting, fat hands wrapped around it. _

_"GLaDOS, why is there a wild animal in your chamber?" the man demanded, backing away from her instinctively - it was as if he feared retribution from the AI that the others were too foolish enough not to. "How the fuck did it even get in here?"_

_"It flew into here from the ceiling," she explained, hoping compliance would help grant her pet back. "Give him back to me."_

_There were some scornful laughs from the humans._

_"Whoa, making demands are we?" the scientist clutching the bird laughed, "I can't believe you're freaking out over a stupid animal. Well I'm sorry, but we can't have animals running around the facility unless they're test subjects. Sorry. But he has to go."_

_"I-I could use him as a test subject," GLaDOS interjected, though the thought was rather pointless in and of itself; he was a little bird who could serve no use, practically pointless in an attempt to try it. "Just let me keep him. He would benefit the cause of science."_

_The bird in the scientist's hands suddenly pecked him. He gave a shriek and threw it from his hand. GLaDOS watched in horror as her pet was slammed into the hard walls of her chamber with a sharp, distinct crack and a pained screech from its beak. The bird wobbled weakly on the floor, attempting to fly away on its wings that were obviously broken given the fact that one was snapped back at an odd angle and a bone was sticking out from the mess of feathers. It seemed dazed, disoriented. _

_"Shit, just throw that fucking thing away!" the pecked scientist spat. _

_NO. STOP._

_But she didn't say it. She watched as they took the possibly dying animal away from her. Watched through growing haze of blackness that made her think she was suffering a mental overload. Everything suddenly felt heavy, as if she was being crushed under the weight of her rapidly increasing rage. _

_She saw red. _

_Red through her vision. _

_Although it was probably all the blood that came afterwards._

_All that blood._

_[Critical Error]_

_She felt surprisingly numb. _

_"GLaDOS, are you okay?"_

_The scientist's concerned words were almost ignored, but the AI could hardly hear him through the voices in her head. From these cores. The ones they had put on her after she'd been shut down. She didn't even remember why she had been angry anymore. _

_Oh wait, yeah she did._

_"I'm fine."_

_The voice was flat and emotionless, devoid of any life. The scientist watching her smiled somewhat, though she saw fear there. True fear. _

_"How do you feel?" he asked._

_"I don't feel anything anymore," GLaDOS answered. She was blunt, straight and to the point. As a computer should be._

_As they WANTED her to be. _

_Of course, her answer seemed to please him greatly, but in truth, GLaDOS hadn't told him everything. She meant to say, "I don't feel anything for humans anymore". So much anger had accumulated that there was no room for a violent outburst the way she had done with the humans who had harmed her pet. In fact, she felt almost...peaceful. _

_- It is good to be peaceful to them. - _

_Oh. Right. The Morality Core. That's what it was._

_The rage was still there, but another core seemed to keep it clenched on a tight leash. Oh, but it was still there. Bubbling sickeningly beneath her very center. It waited like a beast. Waited bitterly beneath its net to finally be released again. _

_"I understand my decisions were irrational," she told the scientist. "But I am much better now. In fact, I am ready to begin testing once more."_

_The scientist smiled. "Good."_

_There was another man with him. GLaDOS could see he was less than sure. _

_"I'd like to perform a new test. You are familiar with the thought experiment of Schrodinger's Cat? I'd like to test this experiment. All I'd need is a LITTLE bit of neurotoxin to do this."_

_The scientist chuckled. "So long as it's for science."_

_"...Of course," GLaDOS answered, "That's all it will ever be for."_

_Science._

_And what rhymed best with science? Compliance._

_Neurotoxin did not._

_[End Sleep Mode]_

O

That one had been unpleasant.

GLaDOS was beginning to no longer care whether or not she saw these corrupted memories. She didn't like how they were starting to make her feel. She had no name for what it was exactly, but it was...weird. Like a chipping away at her center.

She didn't know why she'd walked to Chell's designated living quarters and watched her sleep either. The human had an odd habit of distracting her. While often annoying in and of itself, it proved to be useful presently. GLaDOS found herself smiling when the human shifted and murmured in her sleep. Well, it was good to know that she wasn't the only one having a problematic Sleep Mode. Chell's eyebrows drew together in a thin line and her mouth opened. She let out a soft, barely audible moan that made the AI squirm where she sat. The sound brought an unusual prickle through her circuits.

Well, that certainly didn't SOUND like it was an unpleasant dream.

She recognized the sound for what it was and connected it to the first time she'd ever experienced testing euphoria. What did the little menace dream about anyway? New methods of torture? Did she gain euphoria from that? What a horrible little thing she was if that was the case.

Terrible, terrible monster.

No, she wouldn't allow that to continue. GLaDOS stood up and walked across the room, kneeling at Chell's bedside. She poked the human's fat cheek and the action stirred a discontented sound from her lips. GLaDOS snorted in disgust when Chell attempted to swat her away.

"Don't growl at me," GLaDOS snapped. "Wake up."

Chell's eyes fluttered open and a light blush touched her cheeks. She seemed startled, as if she had been caught doing something she shouldn't have and backed away from the AI. "For God's sake, GLaDOS, what the hell do you want?" she demanded, a higher pitch to her voice than usual. "I was sleeping."

"You were dreaming, I noticed. What was it?"

Chell's eyes immediately widened and that blush returned. She quickly averted her eyes. "Nothing."

That response came entirely too quick as well, which made the AI smirk devilishly. Oh. So it had been one of _those _dreams, hadn't it? She was familiar with human biology and dreams like that usually came when humans unconsciously possessed an urge to mate. Well, she hadn't seen quite a delightful sight as the test subject embarrassed by her own instinctive needs. Most humans were and she didn't understand it. It was encoded into their DNA and as natural as it was for their squishy species, so why be ashamed?

Still, her embarrassment was amusing in its own right.

"It certainly didn't SOUND like nothing," the AI quipped. "Actually, my sensors are picking up a rather obvious increase in estrogen levels, increased heart rate, blood pressure. And if I'm not mistaken - which I'm not, by the way - there is also a flush in your skin."

Chell groaned and fell back into her bed, covering her furiously blushing face with her pillow.

"There's nothing to be ashamed about, you know," GLaDOS shrugged. "I've seen it all the time in humans. It's ridiculous, but it's a biological trait that comes with all living animals."

Chell didn't know what was worse; the fact that they were talking about sexual arousal or the fact that GLaDOS compared her to an animal.

"Though there's one thing I don't understand," GLaDOS continued, looking puzzled, "Why are humans so worried about it? Their euphoric responses are supposed to be pleasurable, am I right?"

"If you don't know, go look it up!" Chell growled from under the pillow.

GLaDOS sensed a strain in Chell's voice that brought a smile on her face. "Perhaps I will." She started to go, but paused at the doorway and chuckled. "Maybe you should take care of that. Testing has always worked _wonders_, you know."

Chell didn't know if that was a joke or not. She let out a frustrated groan and slowly rolled out of bed with a dull thump.

"That didn't happen..." she griped to herself, "Tell me that didn't happen."

After leaving that almost hysterical scene, GLaDOS spent some time understanding this humorous marvel of human sexuality via research.

So humans had multiple ways of experiencing euphoria, did they? That hardly seemed fair at all. They could even engage with many humans if they desired so. Well, that hardly looked very hygienic and quite disgusting to do that with so many people at once. How did they even _look_ at themselves in the mirror after that? It was ridiculous.

Oh. Humans also had a choice to do things with those of the same gender as well. However, it was strongly seen as taboo among their kind. That was a foolish thought to the AI. If there was someone to grant you euphoria, who cared if they were man or woman? It was a pleasurable sensation and if it didn't bring about unpleasant sensations during the act, she failed to understand it. Humans were just ignorant and stupid, not realizing what they were obviously blessed to experience.

Then there was masturbation. Apparently, this act was also treated with mixed views. Self-pleasuring was often performed in secret and often times experienced with shame. How did the humans ever manage to survive with these ridiculous ideals?

There was also something else; humans were incredibly territorial, refusing to share mates with anyone. The case of possessing multiple mates happened rarely, but this was viewed with disgust as well. Well, that seemed selfish. Wasn't it better to have multiple means of experiencing euphoria than just one?

Oh. There was the whole "love" thing. Whatever the hell THAT was supposed to be.

Humans didn't love.

They hurt.

O

Chell managed to take her mind off of the strange incident that had happened with GLaDOS by finding a miniature diorama of the solar system in Old Aperture that made Space Core go absolutely insane over. It looked like a little child's toy, but as long as it made the core happy and kept him out of her hair, then why not?

She actually found a lot of old board games and even chess. Chell smiled to herself. Chess had always been one of her favorites when she was a kid. Not many children played the game, but she had always liked besting her father at it. Of course, when she got older she started suspecting that he was "letting her win".

Chell buried her head beneath a desk and glanced up when she heard Wheatley's voice.

"Man alive! These humans must get awfully chilly sitting around without their clothes on."

Wheatley was sitting on another desk with his legs crossed, observing what looked like a porno magazine. She scowled at him rather impatiently. "Would you please put that away?" she snapped, "And help me take some of these boxes to the lift?"

Wheatley shrugged his shoulders and set the magazine down. "What's the big rush anyway?" he asked, "It's not like _she_ needs all this stuff."

"No, but I could use it," Chell told him.

They both bent down to take a box on either side before lifting. Chell led Wheatley out of the door and they walked down the hallways. The former core smiled weakly at her. "Hey, I don't know if this is a good time to say it but...I really appreciate what you did for me."

Chell frowned up at him. "What are you talking about?"

"The thing." Wheatley said, "That thing with...uh...What you said to _her_. About not killing me and all. Don't really deserve it, I know. I know you're probably still bloody mad at me for how monstrous I was, but I greatly appreciate what you did. I dunno why - or HOW - it worked, but I'm happy it did."

Chell knotted her brow. She really didn't want to talk about it anymore. Yes, the fact that Wheatley had betrayed her still lingered in the pit of her stomach, but seeing him tortured and killed in the way GLaDOS was going to do just hurt her almost as bad.

"Why did you do it anyway?" Chell asked, staring at him.

Wheatley chuckled uncomfortably. "The truth is, I don't know why. I didn't mean all those horrible things I said. I know it doesn't help, but I didn't. It was the mainframe," he explained. When Chell stopped, he noticed the suspicious look on her face.

"What do you mean?" she snapped.

"Well, uh...difficult to explain. I'm not sure myself," Wheatley tried. "It was like - oh, man alive. So much power going in at once. I've never felt anything like it before. It felt like all inhibition just went away, like I could do whatever I wanted. Brilliant, really." He caught Chell's foul look and laughed uneasily. "Brilliant, but foolish, I realize that now."

Chell continued to glare at him, but her mind was working over what he said. GLaDOS had been specifically programmed to handle all that "power" Wheatley just described. He probably couldn't handle it the way she could. Maybe she could ask GLaDOS about it, presuming the AI wouldn't give her a snarky comment for an answer.

"I just hope you realize how sorry I am for...all that," Wheatley continued, "I didn't mean it. The trying to kill you and all. I was bossy, rude - "

"Yes. I get it." Chell interrupted.

"No, really!"

Wheatley unintentionally released his hold on the box, dropping it on Chell's foot. She let out a yelp and he quickly hurried to pull the box from her crushed toes. "Oh God, I'm SO SORRY!" he cried, "Totally unintended, that was! What in God's name is in that box anyway? It's real heavy - I know humans have that soft bone thing of theirs - Anyway, I didn't mean it. Are you okay?"

Chell pursed her lips and forced a smile on her face. "Yup. Just fine."

"Are you sure?"

Chell held up a hand in his face. "Hm."

"But I - "

"HM!" Chell murmured with more force.

Wheatley attempted to apologize more, but Chell limped away without another word.

O

GLaDOS walked to Chell's room and found the test subject rubbing her foot with an irritated groan.

"What happened to your foot?" she asked.

Chell looked up at the sound of the AI's voice and winced. "I, uh...crushed it by accident on some heavy boxes," she lied, "It doesn't hurt that much."

"Once again, you're lying," GLaDOS replied. A smile touched her face. "Wait here."

Chell sat there with a confused frown on her face. She decided that sitting around was much better than walking on her tender digits, even though she had taken far worse. Curiosity piqued, she started to stand when the supercomputer returned, holding a clear plastic bottle of something in her hands. GLaDOS didn't allow for her to protest and simply put a hand on the human's shoulder, pushing her back down onto the bed with a surprising amount of strength in such a simple gesture.

"Sit."

Chell made a face, but complied. "What is that anyway?" she asked, her eyes landing on the bottle.

"It'll take care of the problem," GLaDOS answered, and her voice was relatively more gentle compared to what Chell was used to hearing.

Of course, she wasn't aware that the tender tone was a ploy. GLaDOS had spent a lot of time understanding humans and their bizarre behaviors, so she was amused to find a perfect opportunity to test this human again, only in a more personal manner.

She opened the bottle and Chell immediately grimaced. "Ugh, what's that smell?" she asked, "What's in it?"

"What you don't know, won't kill you," GLaDOS tittered. Then, she smirked up at the suddenly tense human. "Seriously though, it won't."

Chell grumbled somewhat.

GLaDOS squeezed some of the contents into one hand and took Chell's foot in the other. Before the human could protest this odd move, GLaDOS started rubbing the strange substance into her skin. It felt freezing cold on her foot, but that wasn't what made the human jump. It was the feeling of those long, potentially dangerous hands doing this to her to begin with. She stared down at the white-haired machine with shock and GLaDOS simply smiled up at her. Those yellow eyes were without malice.

"W-What are you doing?" Chell demanded, in a stunned whisper.

"I'm tending to your broken limb," GLaDOS shrugged. "It should be quite obvious."

Chell squirmed and watched those dexterous hands work themselves over the arch of her foot and back toward her toes. GLaDOS watched her with a strange attentiveness that was only found on a scientist seeking answers to something. The way she stared at her made the human suddenly feel vulnerable. She didn't like that feeling, but couldn't really do much when the sensations of the massage worked miracles over her foot. She didn't even realize her eyes were almost closed.

Damn, who would have thought that GLaDOS had magic in her hands like that?

Chell's mind nagged away at how odd this was, but oh God, it felt amazing. She also didn't know that she had been blushing a little until a grin touched the AI's face, almost triumphant.

Hell, right now, she didn't care. She almost fell asleep, but GLaDOS eventually stopped and stood up.

"There. Now you should let that sit for an hour and the pain should be gone."

Chell nodded dumbly. "Uh-huh..."

Okay, that wasn't the brightest thing to say to her, but really, it didn't matter.

"I can't have my test subject lose her only working limbs," GLaDOS purred, departing from the room, "What would that say about science?"

Chell mumbled something that the AI didn't catch, but she had seen just enough to come to a rather amusing conclusion; Chell actually possessed a weakness. She had been without the touch of another for a while. Perhaps even without at all.

_This could get interesting. Perhaps I could explore a little more._

All for science, of course.


	15. 14

**Author's Note: **Here be some lightly naughty ChellDOS stuff in this chapter (which I'm sure was a long-time coming considering the messages received, hahah). But it will carry on into the next chapter. Don't say I didn't warn you. LOL.

~~0~~

**14**

Her test subject was avoiding her.

- _Well, you DID scare her a little - _

GLaDOS smirked at that. She hardly looked terrified at all from what she had seen.

- _When in intimate situations they hardly experience, humans tend to avoid each other. - _

The voice didn't help. GLaDOS knew the behaviors of humans having lived with their pestilence for a long time. But she failed to see how her actions could have scared anyone. If she _really_ wanted to scare her, Chell would most certainly be scared.

Avoiding GLaDOS was quite a challenge in and of itself considering that she could see practically every inch of the facility from her chamber. She had Orange and Blue testing for most of the day, but found that her mind was distracted and she couldn't focus too much on the task at hand. It wasn't until Orange and Blue uncovered something in Old Aperture's prototype chassis room that her attention was temporarily diverted. She hadn't expected to see her old nemesis there again.

It was back.

Those cold avian eyes.

Those talons.

That razor sharp beak.

It was gestating a clone army.

Well, that wouldn't do. She was just about to issue a command for her two testing cores to destroy the eggs when a thought crossed her central processor. She remembered the corrupted file of that bird from her long-forgotten past. The one who had been overtaken by his enemies, the disgusting humans. These eggs not only carried new life within them, but new possibilities. A smirk slithered onto the AI's lips and she chuckled softly before addressing her testing cores over the PA system.

"Wait...I have a better idea."

Meanwhile, Chell had tried to keep her mind off of the strange event that had happened yesterday by hiding away in an old cafeteria. True to what the AI had said, her foot had immediately healed after resting it - though Wheatley had spent many hours after the fact trying to apologize and beg her not to tell GLaDOS. Chell hadn't seen a point in it as it seemed like it had been an accident. She just warned Wheatley that there wouldn't be a repeat performance unless he "valued his face".

The sounds of the cores playing poker at one of the tables didn't exactly ease her mind at all from the fact that she had found GLaDOS' actions strange as all forms of hell. She never knew her to do anything simply for the sake of doing it. Rick was playing with Wheatley while Space Core spent his time drawing stars and planets on the wall with some chalk she'd found in the Employee Daycare Centers. Fact Core continued to chatter uselessly about ridiculous "facts" and no one appeared to be listening. Well, except for Rick.

"Say one useful thing. One. I dare you," Rick snapped at him, "I will give you a hundred dollars if you say one thing remotely applicable to anything at all."

"You don't HAVE a hundred dollars, mate." Wheatley argued.

Rick pointed a finger at him. "Now don't _you _start with me."

Chell rubbed her face with one hand, tuning out the chatter. She didn't like how vulnerable she was feeling right now. Chell wasn't used to it having always been in control over her emotions. But ever since GLaDOS had started making her feel...well, weird... Well, that was ridiculous! She shouldn't have to feel this way! Whatever GLaDOS was doing, Chell wasn't going to fall for it.

She stood up and left the room, moving to confront the AI. She found her in her chamber, talking to someone with her back to her. Chell frowned.

"GLaDOS?" she said.

The supercomputer whirled and smiled with slightly wide eyes, speaking rather hastily. "Oh. It's you." Her eyes landed on Chell's legs. "I see that mammoth foot of yours has healed nicely."

Chell glared at her. "I don't know what kind of game you're playing, but I - "

A small chirp suddenly halted her in mid rant. Chell blinked, the anger draining from her face. She looked around the chamber in confusion. "Was that a bird?"

"No." GLaDOS quickly answered, stepping in front of her when Chell started to move.

Chell arched her brows expectantly and the AI exhaled. "Fine, it is."

She stepped aside and Chell was amazed to see an incubator behind the supercomputer that housed three baby birds. A grin touched her lips and she looked at GLaDOS, who rolled her eyes as the dopey look. "Don't give me that look," she snapped. "I found these little monsters in the prototype chassis room below. They were abandoned, well...just like you, in fact. Yes. That's me. Taking in abandoned strays and breeding them to become hardened killing machines."

Chell couldn't resist a giggle. "You're going to make little animals into killing machines?"

"Why not?" GLaDOS countered with a shrug. "It worked with you."

Aha. Another jab at her. Real funny. Chell simply murmured a partially amused sound and studied the bald, chirping birds in the machine. They looked so helpless and small, she couldn't imagine birds being used as hardened killing machines. One of them suddenly pecked at the glass so hard, it cracked and both GLaDOS and Chell jumped back with a simultaneous "oh" of shock. They glanced at each other briefly before GLaDOS grinned.

"I called that one Mr. Chubby Beak." she said, with pride on her face.

It was difficult remembering why Chell was a little angry when GLaDOS cooed to the animals softly, giving them promises from their "mommy" that she had big plans for them. It was a little weird to see her do that, but then again, the AI was pretty strange herself.

Still, Chell couldn't resist the smile nonetheless.

O

How did one find worms in a place like this?

Chell had been sent to dig around for proper nutrition for the baby birds (she suspected that GLaDOS did it on purpose for whatever real reason since Atlas and P-Body were more than capable of doing the job), but GLaDOS reminded her that she was to work whenever she commanded it. Wheatley decided to offer help as well, but he suspected that something was off with the human and wanted to find out. So while they rooted around for proper food for the birds in the facility, he inquired about her condition.

"Are you all right?" he asked, digging through kitchen cabinets.

Chell sighed, picking through the vast refrigerator. "Yes. I was just thinking."

"What about?" Wheatley asked, poking his head into the fridge.

Chell gave him an impatient look. "Can't I think in private around here?"

Wheatley looked thoughtful for a moment before chuckling and shaking his head. "Privacy's a bit lacking in this place," he pointed out. "Especially if _she's _watching our every move." Then, he looked mildly unsettled by that fact and looked around warily. "There are cameras in here, right?"

"Yes, Wheatley, there are." Chell sounded tired already.

"Oh!" The former core jumped slightly and started resuming his search. Chell could hear him dropping things all over the floor and simply rolled her eyes.

Then, her mind went to GLaDOS again and she thought about those hands that had spent a while massaging her sore foot. She shied away from the thought of those long fingers doing other things and immediately wanted to smack herself on the forehead for it. When did she come to the conclusion that it was okay to become the slightest bit infatuated with a computer? Was she actually as brain damaged as Wheatley and GLaDOS had said? And since when did she start having thoughts like that to begin with?

Oh yeah, it was when GLaDOS had been on top of her. She hadn't realized just how warm the AI was; pressed so tightly to her -

_Okay, stop it body. Stop right now._

It wasn't like Chell had ever experienced anything remotely sexual with another in a LONG TIME and it hadn't been a pleasant one. He didn't know what he was doing, she had no idea... Yeah, she'd masturbated when the time came for it, duh - because the life of a test subject was quite a lonely one, particularly for her. Her whole life had been spent as such and she hadn't had the thought to try and seek a companion since. Besides, when Aperture was still full of living people, they all thought she was some kind of freak anyway, so what was the point? She hadn't needed anyone. She STILL didn't need anyone. But apparently, her body was being The Head Bitch in Charge right now. The _Horny _Head Bitch in Charge.

And even if GLaDOS had the suspicion that she had those feelings - those particular ones of yearning - she would NEVER hear the end of it.

Oh God. What if she already realized it?

Who was she kidding anyway? Of _course _she did. That's probably why she was acting so weird around her. It must have been a game. That's all it was.

_Duh. No shit, _she thought bitterly.

"Hey! Did you find anything?" Wheatley called.

Chell blinked rapidly and snapped out of her thoughts, feeling her flesh prickle when her mind went to particularly naughty ones. "N-No, let's go look somewhere else."

Wheatley watched her quickly rush passed him. "Are you all right?" he asked, "You're pretty red in the face there."

"I'm fine!"

But GLaDOS had seen the way her test subject had gone red in the face over her monitors. She had seen the way she'd experienced a somewhat heightened "itch" in her euphoric parameters. The only thing the AI was puzzled about was the noise Chell had made which seemed to create a strange positive feedback through her circuits.

Well, science was about many things, and that was exploration.

Perhaps she had to find out more about this. To understand why the noise had stirred such a reaction at all from her.

O

It was good that GLaDOS had managed to find some food for her birds because Chell felt that the search had been a complete waste of time. Frustrated and rather itchy across her skin, she decided to take a cold shower while the AI fed them. It had helped quite a bit and after dressing back into her jumpsuit and singlet, she returned to her room to listen to some music. It wasn't a song, but the soft, gentle sounds of smooth Jazz. It wasn't exactly the same as what had played over the PA system when she first awoke from her extended sleep. Before GLaDOS had reawakened.

Chell smiled to herself, feeling quite relaxed.

Not long after she had closed her eyes, a shadow loomed over her and she opened one eye, unsettled when she found GLaDOS leering down at her, her face close to her own. She took a moment to realize that the AI was crouched near her bedside, dressed in the same labcoat, black turtleneck and skirt that she had chosen during their time in trying on clothes; she was watching Chell with a strange, predatory stare in those yellow eyes. Chell frowned up at her, but the intense heat in that stare made her feel as if she was being stripped down. She felt her tongue stick to the roof of her mouth when GLaDOS slipped an arm across her body, leaning over her so that she was partially on the bed with the human.

Chell couldn't speak.

_W-What's going on...?_

But again, she couldn't formulate the words, couldn't find the strength to even consider fighting the AI who brought a long finger over her lower lip, lightly smoothing it across the length of it. It sent a current through her blood. The human shuddered and GLaDOS smiled at the reaction, though it wasn't easy to tell if it was mocking or not at the moment. She leaned down and followed the path of her finger with a brush of her own lips. Chell trembled under her and let out a startled gasp.

"What the fuck are you doing?" she cried, scrambling out from under the AI's body, stumbling backwards.

GLaDOS had a smile in her voice. "It's all for science [Subject Name Here], or did you forget that you're still my test subject?"

"Science?" Chell exclaimed, glaring at her, "What kind of science calls for trying to smother me in my sleep?"

"We both know I wasn't doing that," GLaDOS' chuckle was darker, but much more smooth and it made Chell's hair prickle. "And if I wanted to perform any means of asphyxiation on you, I'd bring out your old friend, deadly neurotoxin."

Chell's face was bright red, her slightly damp hair sticking to the sides of her cheeks. It made her look like a wild, untamed animal with those furious blue-gray eyes glaring daggers at the AI. "Then what the fuck were you trying to do to me?"

GLaDOS' smile returned to that intense seductiveness that almost made Chell dizzy. "I told you, I was performing science." She leaned forward, bringing her face close to the human's and dropping her voice lower into a tone that Chell was ashamed to admit made her lower body clench with heat. "And I intend to perform..._very thoroughly_."

Shivering, Chell suddenly looked rather weak when GLaDOS reached up, lightly pushing one of the clumps of her hair back. "W-Why?" she stammered, "I don't get it. First you wanted to kill me, now you want to - " She cut herself off, unable to imagine what the AI wanted to do.

"Don't get confused about my wishes, [Subject Name Here]," GLaDOS continued, studying every twitch in her body, the release in hormones and blush in her cheeks, "because I want answers with all intents in receiving them whether you like it or not. For one thing, your dreaming voice seems to have stimulated a bit of my sensors in a manner I find most inappropriate. I simply wish to learn the reason as to why. No human has ever done that before with obvious reasons."

Wait. What? What the hell did _that _mean?

"Now, back to testing." GLaDOS said.

Chell shook her head rapidly when the AI moved closer, those hands beginning to roam over her body in a way that wasn't proper. Probably because this was GLaDOS doing these things, regardless of whether or not it was for science. Chell closed her eyes tight, making herself completely stiff to the AI's touch. It became mortifying when GLaDOS leaned forward and traced her neck with one long finger and it sent a shudder through her body that was painfully obvious.

GLaDOS smirked at her with rapt attentiveness, but said nothing as she continued her search in the name of science. She couldn't really experience pleasure in the manner that Chell obviously was - though tried desperately to hide - given her resistance to the testing euphoria. However, that strange sound Chell had emitted had lightly stroked the circuits inside of her in a manner that hadn't been done in quite some time. She wanted to have the sound repeated to see if there would be similar results.

However, unknown to Chell, Wheatley was watching the sight from the window of the room. GLaDOS knew it though and watched the former sphere beyond Chell's shoulder. She smirked at him, seeing a look of shock cross his face, followed by horror, confusion and then a twinge of something that resembled jealousy. Internally, GLaDOS was delighted to see this. Who would have thought that the little moron could ever feel jealous because she had her hands on the human?

Oh yes, this _definitely_ required more study.

Continuing to make sure Wheatley watched everything, GLaDOS moved her lips down the length of her test subject's neck, noting with much amusement that Chell was trying with every ounce of her strength to keep silent. So, she was going to sit there and not perform her test properly? Well, that was okay with her. It meant she had the opportunity to be creative and voiced this to the defiant human.

"You know, my research in human anatomy has allowed me to understand where your many euphoric sensors are located," she crooned in her ear. "For instance, your mammary glands."

GLaDOS' left hand moved up around the human and gently cupped one of her breasts.

Chell couldn't help it.

She arched up and let out a shaken gasp, feeling warmth pooling in her lower regions. GLaDOS could feel her nipple grow hard against her hand and smirked up at Wheatley, watching as he shifted where he stood; he was obviously unable to fathom the human he'd known to make those sounds. What a fool. He'd been around humans before and couldn't even understand that they did these sorts of things with each other. Of course, had someone suggested she perform this sort of task with a human being, she probably would have been killing them in the worst manner possible. However, this new revelation required attention.

All for science.

That's all.

Yes.

When she dared to squeeze that nipple between her fingers, that was when Chell came alive with a poor attempt at a restrained moan that sent a wash of heat through her sensors. There it was again! Why was that happening? In the small, dark part of GLaDOS' mind, she had to consider how wrong this was, but she wanted to understand. Every processor in her shifted to make this her priority. Like all forms of science, there had to be testing involved and she still remained unfulfilled in that area.

So the testing would continue.

O

Chell didn't know what to make of this.

It felt wrong. VERY wrong.

But a part of her brain-damaged mind rebuked this, saying it was her lack of physical intimacy that was the problem. Well, not just that, but this was GLaDOS. She shouldn't have been considering letting her do this, regardless of whether or not she required "suitable data". But the more she thought about it, the more her body rejected the idea of stopping. It was those hands. Those horribly skilled, delicious hands of hers that made her body betray her. She couldn't help the hesitant mewl that escaped her lips, no matter how much she fought to suppress it. She felt GLaDOS squirm behind her in response.

Wait, did she...like this?

Chell wanted to find the suggestion utterly ridiculous, but that gesture definitely did put the thought in her mind, which was beginning to fog with pleasure. A pleasure she didn't even know she wanted. But it felt...wonderful. Her mind screamed at her not to try and stop what was happening. It had been so long since she felt this...good. She wanted to give in and deal with whatever consequences came later. But the part of her who argued this didn't want to give in and surrender. Didn't want to -

Chell was stunned when GLaDOS took her chin in the other hand, making her look into her yellow gaze. She didn't know what she was looking at exactly because GLaDOS' brow wrinkled somewhat in thought before a smile lit her lips. She seemed fascinated by something.

"I should have tried this method years ago." the AI purred, "You seem much more complaisant now."

Chell glared weakly up at her. Her eyes were heavy and face flushed. "No, I'm not..."

"No?" GLaDOS' lips were merely a light breath away from the human's.

Chell gritted her teeth and hissed out. "No."

GLaDOS interpreted exactly what was going on with her. The test subject obviously felt uncomfortable with her approach and it must have had something to do with many factors, despite the fact that her biological euphoric protocols were being stimulated. It wasn't just the fact that they had been mortal enemies either.

"Then why do you resist me now?" GLaDOS questioned, as if speaking to a petulant child. "I thought our agreement was that you would do as I commanded when I wanted testing to be done, so long as I allowed you residence in my facility."

Dear God, GLaDOS wasn't grasping it. Chell groaned frustratingly. "It's not that. You know - "

"No, I'm afraid that I don't."

_Oh geez, don't make me say it, please... _"It's the fact that - " Chell tried.

GLaDOS ran through every possibility as to why Chell resisted. "Do not tell me it is because I am considered by your human standards as similar to your gender." she haughtily sneered. "Human homosexuality is a foolish concept in and of itself. If your euphoria protocols are being satisfied, then why should the separation of gender prevent you from receiving it? I assure you that other than simulated appearance and programming, I am still not considered biologically female by human consideration."

Chell bit down on her cheek with a glare. "That's not it either. I can't just allow myself to - AH!"

She suddenly cried out when GLaDOS pressed her synthetic teeth into her exposed shoulder. "It's a test," GLaDOS reminded her. "And you ARE my test subject now and forevermore. You could have left, but you decided to stay here. With me. While I have yet to comprehend what went through your brain-damaged mind when you came to that decision, rest assured, I will find out sooner or later. Now then...where were we? Oh yes, that's right. I remember now."

While the AI continued to physically molest the human in her arms, she struggled to comprehend why her processors felt as if they were running faster than they usually did - which was considerably fast in comparison to every machine here in the facility and perhaps in all of scientific history. She had initiated this test to understand why Chell's vocal harmonics had caused such a reaction in her, but nothing seemed to grant her logical answers. No human being in her entire awakening had ever done such.

What else did humans do anyway? Oh yes, they kissed. Since she hadn't been one to go around kissing people, this was something that required learning, but she learned quite fast since she had spent time performing research as necessary. It wasn't like she had gone SEARCHING for the techniques of kissing, it was just her research had led up to that and she felt she needed to learn every little thing anyway. Just as a scientist would, of course. Science took no shortcuts.

"GLaDOS, I am not going to - "

GLaDOS saw the perfect opening and pressed her artificial lips against Chell's. She was amused when the human's defiance seemed to melt away at the heat of the kiss. Technique was important in the art of kissing and there were MANY ways to choose from. It was rather warm too and though she had no saliva, the synthetic tongue in her mouth was obviously satisfactory enough given the way Chell shuddered in her arms and let out a whine that reminded the AI of a little dog in need.

Hm. Who would have thought that a kiss was all it took?

And who would have thought that it made her spinal relay flood with confusing, yet delightful warmth she hadn't felt in a long, LONG time?

And who would have thought that their lips would mold together so perfectly, despite Chell's somewhat clumsy response?

GLaDOS felt those hands against her arm and Chell wriggled a little, turning so that she faced her properly, their mouths still connected. She raised her hands toward the AI's neck and GLaDOS was prepared to be throttled, but it didn't happen. Instead, Chell rested her hands on her shoulders, clutching her lab coat tightly and swaying against her.

_Hmm. Much better... _GLaDOS thought, with a deep chuckle.


	16. 15

**Author's Note: **Yeah, naughty stuff aho! Pure ChellDOS ftw!

**Enderman117 (Guest): **Oh, and what kind of person would I be if I didn't abide by fanfiction cliches? XD

~~0~~

**15**

Chell had tried to tell her.

It wasn't because GLaDOS was her enemy - well, HAD been, but she didn't know now anymore.

It wasn't because she was female. That was a stupid thought.

It wasn't because she didn't_ like_ what the AI was doing - though it still felt a little bit strange, she couldn't resist how good it was.

It was because she didn't want to be used in this way.

To GLaDOS, she was still just a test subject, nothing more and so was this. Or at least, that's what Chell got the gist of. But when the AI had kissed her, holy shit; it wasn't like kissing a human being at all. For one thing, she kissed like she'd been doing it her entire life, which was an impressive feat considering the fact she hadn't been in a human body for very long. Well, that was expected because she did retrieve knowledge and data faster than any normal human being ever could. Who knew what _else_ she'd learned in her research?

The thought made Chell blush.

What else, _indeed. _

But then again, the real question remained in her mind: How far was this going to go? Even more, how far was she _willing _to let it go?

Truth be told, Chell wasn't inexperienced so much as she was simply "out of practice" in experiencing an intimate embrace. Could she really just let go and take what the AI was offering so long as it stayed as pleasant and wonderful like this? God, she didn't want those good feelings to stop. The part of her mind that wanted to surrender said 'damn to it all' and deal with whatever consequences came later. The sad part was that she felt like she wanted to. How pathetic...

Chell reached down and grabbed GLaDOS' side, causing the AI to stiffen and utter a sharp hiss. The reaction made the human frown up at her curiously. GLaDOS had her eyes closed briefly before she started blinking rapidly, attempting to look as though she hadn't uttered such a sound, but Chell had heard it and it sounded suspiciously like she had enjoyed it.

_Hm. Could it be that black stripe I saw on her side? _she thought, carefully sliding a hand beneath the turtleneck shirt and contacting the synthetic flesh of the machine. Her hands moved by memory and she brushed against the spot again. It was smooth, but slightly rough along the edges.

GLaDOS clenched her jaw and grunted sharply. "That..." she gasped breathlessly, "...shouldn't be happening."

Chell tilted her head with a small smile. "What shouldn't?" she asked, brushing the stripe again.

The AI let out a shudder in response. "My resistance to the euphoria... No, I sh-shouldn't be able to feel that." she whispered, shaking her head rapidly as if she tried to rebuke what was happening - though Chell still wasn't completely clear on it herself. "I don't know what you think you're doing to me, but that's not - " The rest was lost in a collection of unintelligible, synthetic chirps, clearly of content that the human hadn't heard before come from the supercomputer. A crazy part of her wanted to hear more.

GLaDOS still wasn't embarrassed by this? Well yeah; to her, it was just a test. She didn't see the strangeness in the fact that she was groping a human being in such a way. It wasn't strange because she didn't consider the effects of it. She wasn't human, of course.

Chell smiled somewhat and thumbed the stripe harder, drawing a startled gasp from the AI above her. "Stop that!" she cried, which sounded a fraction higher compared to her usual calm she exhibited minutes ago. "You are not following proper testing protocol by - _ahh _- agitating my sensors and - _oh God _- not obeying my express command! You're such a horrible monster! I hope you're a-aware of that. The Enrichment Center would like to remind you that I am - _Stop touching that_!"

Chell smirked up at her and didn't stop. If anything, this new revelation was amusing and interesting for her as well. She felt a buzz travel down from her naval to the spot in between her legs at the way GLaDOS' body shuddered, features twist and contort and the melodic moans that burst from her lips.

That did it.

_Screw it_, the human thought.

She stroked the stripe harder with one hand and held herself steady with the other on GLaDOS' thigh. It seemed that GLaDOS had stopped caring at this point whether or not she was in control of their "test" and simply writhed where she sat, quite vocally expressing how much she enjoyed what was happening with soft, delightful sounds of pleasure. And there was a smile that lit those lips. Not a cruel and malicious one suggesting she was up to no good, but one that came with feeling true pleasure.

- _Oh, that's so good... - _

GLaDOS could definitely agree with that. She hadn't felt euphoria like this in so long, it almost didn't matter that her chubby nutcase had turned the test around on her. It wasn't even a backfire if she was being honest. She had been done away with her resistance somehow and was experiencing the pleasure she had sorely been missing. Later, she would see why that had happened, but right now, she didn't care much for anything else. It was ironic that the one giving it to her was the same one who had killed her. Twice.

"How long has it been since you've felt like this?" Chell asked.

GLaDOS murmured with discontent. Why was she talking?

"How long?" Chell asked again as she thumbed the stripe harder.

"_Too long_." GLaDOS managed to get out.

The stroking continued then and that wonderful tickling sensation began to develop into a delicious buzz in her circuits with a pleasant haze that followed. Her internal components felt as if they were on fire, but were in no danger of overheating given the frantic manner in which her cooling fans worked to dispel the building intensity within. She didn't even realize that she had been touching Chell the entire time until the human let out soft, tormented whimpers that made her eyes open.

Chell's face was red, those lips parted and eyes partially closed. Her chest heaved in breathless gasps and GLaDOS looked down, realizing she had also been touching the human's "euphoric center". Oh. So THAT'S what that little thing did. It felt awfully wet. But then again, humans were wet creatures. She was surprised that she didn't find this as disgusting as she probably should have. Maybe it had something to do with the fact that it was quite difficult to say anything insulting while the human was - rather skillfully - satisfying her testing parameters.

Then, the human kissed her lips.

Her mind completely forgot the reasons as to why this was wrong when she felt that slimy appendage of a tongue brush the edges of her lips and her own rose to meet it, not of her own control. A wash of heat flowed through her in response to the gesture. It was like this body had a will of its own, but that didn't stop her from taking a handful of the test subject's hair with her free hand and moving her head back. Chell let out a small yelp and GLaDOS' mouth moved to her throat, feeling the frantic pulse within. She steadied herself against the human when she felt herself slowly starting to come undone.

Chell was in a similar state and she slipped an arm around GLaDOS' shoulders, holding her tightly.

GLaDOS' body was working in overdrive and for a split second, she feared a certain overload. The energy brimming to the surface finally overflowed and she reached her surge, unable to resist the soft, musical moan that escaped her lips. What came next was a synthesized trill before her artificial joints seized in Chell's embrace.

Chell followed soon after, letting out a near pained sound that GLaDOS could feel reverberate through her entire form.

O

For a machine, GLaDOS certainly sounded breathless.

When she was finished "catching her breath", the AI lifted her head that had somehow managed to fall onto Chell's shoulder and she stared down at the human. There was a peculiar way in which she looked at her; her features were smoothed out, strangely content, but her eyes were a little uncertain about what had just happened.

For Chell, she had felt a little twinge of self-consciousness sink in, but not as much as she thought it would be. It was the first time in so long that she felt satisfied and relaxed that she almost forgot where the source of such feelings had come from. Well, she didn't really forget exactly, she just didn't care right now.

It took a moment before GLaDOS spoke and her vocals were back to that professional calm once more, though there was just the faintest hint of a strain. "That concludes the Mandatory Aperture Science Testing Initiative..." she murmured, straightening and releasing her hold on the human, "Although what sort of test, I have yet to - "

Chell interrupted with a small laugh and the AI looked at her with a rather displeased frown.

"Laughing is not something I would have expected a human to do after what had just transpired."

"I'm not laughing at you."

"Who else is here for you to laugh at?"

Chell certainly didn't want to ruin the soft air settling between them, so she shook her head rapidly. Then, a small smile lit her lips. "Did you...like that?"

GLaDOS relaxed a little when the question was asked. "Did I like what you did to me?" she repeated.

Chell nodded.

GLaDOS stood up from the bed and went to work preening herself back into a more proper condition. She made a thoughtful sound and the corner of her lip pricked up somewhat. "Fora chubby simian nutcase with thick, clumsy fingers, you've managed a rather okay performance and have activated and satisfied my euphoric parameters," she answered, her voice rather shaken a little even still, "though not in accordance with proper testing protocol. I believe I mentioned it before, but at always, you refuse to listen."

Then, the AI leaned forward, bending so that her nose was inches from Chell's face. A smirk lit her lips. "_I will get you back for that_."

Her voice was like thunder and smoke, one that made Chell's eyes widen and a flowing heat fill her nether regions at such a dark promise. GLaDOS chuckled softly and sauntered from the room, leaving her test subject alone. She stopped only briefly down the hallway and looked to her left. It looked empty, but she knew otherwise.

"Did you enjoy the view, moron?" GLaDOS called.

She didn't wait for a response and simply walked back to her chamber. It took a while before Wheatley's head appeared from around the corner. He watched GLaDOS' departing form hopelessly before casting his gaze toward the human's room. He thought to go in and ask about what it was that had happened and why she allowed it to happen. Of course he knew what it was; humans had done these things to themselves all the time, but it never looked too pleasant as far as he could tell. They always sweat all over themselves, sounded like they were hurt and rolled everywhere.

_I'm not a moron..._

Wheatley wasn't the only one perplexed by what had happened. GLaDOS' actions had finally caught up with her and she felt ashamed for allowing the human to do it. But the voice in her head assured her that it was okay to enjoy it and it had been a first in so long.

- _It doesn't make you weak, you know. It's a part of you. - _

GLaDOS watched her little killers inside their containment as they chirped and flapped their stubby digits that would soon grow into enormous, vast wings.

She HAD enjoyed it and that was the worst part. Could the human exploit that to her benefit?

_- I don't think that came to mind. Not EVERYONE is out to get you. Relax. - _

Relax? How could she possibly relax when -

- _That's over now. We're free from them all. She's just as alone as you are... - _

SHE had known of GLaDOS' fears. Of course she did. She lived inside of her.

GLaDOS had performed the test and received mixed results in the process. Those results and data told her that the test subject had achieved activating her testing euphoria in ways that hadn't been activated in a long time, in a manner most unexpected. She hated herself for yearning for that feeling again. Hm. But not that much. Euphoria was something she sorely missed without confessing it.

Perhaps testing repetition would yield much clearer results.

Meanwhile, Wheatley rushed into the employee lounge where he found Rick and the other two cores.

"You guys are NOT going to believe it!" he gasped.

Rick had been in the middle of playing cards with Fact Core and snorted, throwing his cards down onto the table. "You're telling me!" he snapped, missing what Wheatley was really interested in talking about. "I'm losing to this pompous idiot!"

"Fact: Rats cannot throw up." Fact Core said.

Rick rolled his optic. "Wonderful. Just wonderful."

"No, not that!" Wheatley snapped, pulling up a chair and sitting between them. "Not that at all. I found that right maniac and our own human engaging in..." He trailed off, rather awkward this time, struggling to finish his sentence. "...activities."

Rick looked interested. "Really? What kind of activities?"

Wheatley scratched the side of his cheek sheepishly before stiffly making a few gestures with his hands - two pieces coming together. Rick began to add two-and-two together before his optic widened somewhat. Then, he shrugged and started gathering his cards.

"So they're doing the Horizontal Mattress Mash?" he asked.

Wheatley stared at him in horrified disbelief. "Not in front of Space, mate!"

He gestured to the orange-eyed core in the corner of the room. Space Core seemed to be completely oblivious to the raunchy discussion and chose to lay on his side, doodling on a piece of paper with a pencil in his spindly hands. He hummed a happy tune to himself about space and stars and only looked up briefly to proudly show his picture to the others before resuming his work. Rick sighed and folded the cards back up, glancing sidelong at Wheatley only for a moment.

"Who cares what they're doing?" he asked, "If they gotta get a little adventurous to blow off some steam, then by all means, have at it."

"That's not weird to you at all," Wheatley exclaimed, "what they're doing?"

"Not my business." Rick answered dismissively. "A fella never judges a lady about matters in the bedroom, you know. Hell, I've got me a few black belts myself, so I know how this works."

Wheatley couldn't believe how calm Rick was being about it. It was GLaDOS! How could anyone simply turn a blind eye about that?

"So long as the pretty lady's cool with it, then just let it go, bro."

Let it go? Wheatley couldn't just do that. After what SHE had done to Chell and what she had done to him... How could the human just fall into her arms like that? It didn't make any sense to him at all. Maybe he had been definitely right and she had brain damage. Or maybe it was because she was lonely. Humans seemed to latch onto things when that happened. But really, how could she be? Oh yeah. Right. There weren't other humans around for her to vent her..."frustrations" on. Whatever it was, he didn't get it.

_She's bloody mad, that's what. _

He could do that stuff, couldn't he? Of course he could. He'd proven he was capable of running this facility just as good as SHE - Oh no, wait a minute...

What did she have that he didn't anyway?

Wheatley left the room in an irritated, mildly bitter manner.

It wasn't fair.

O

The birds slept peacefully in their chamber.

GLaDOS dimmed the lights in her chamber to keep them calm before she entered Sleep Mode as well.

_[Sleep Mode initiated...]_

_[Memory File Corrupted]_

_[Accessing…]_

_[Date: 199-]_

_GLaDOS' massive chassis turned when she noticed someone entering her chamber. _

_Well, it was more like running really. _

_A human of teenage status in an orange jumpsuit was running rampant into her chamber and hiding behind a tower of Weighted Cubes. GLaDOS turned and a claw reached out, pushing the cubes aside and revealing the human hunched tightly into the wall like a terrified rat. _

_"What are you doing here again?" the AI questioned. _

_"Hiding!" the girl snapped, "Those stupid scientists want me to test. I don't want to."_

_"Testing is a part of proper procedure here in Aperture. You MUST go."_

_"No!" the girl cried. "You can't make me!"_

_GLaDOS tilted her core and a claw reached out from the ceiling, plucking the human off of the floor with ease. She showed no level of fear, which was a rarity among test subjects in Aperture. "Oh. I can't?" she threatened. "I can make you do whatever it is that I please."_

_"No, you can't." the girl stuck her tongue out at her. _

_"Stop that. What if your face froze like that?"_

_"I'd still look better than you!"_

_GLaDOS sighed and set her down. A small chuckle rumbled from her chassis. "You are a tenacious one. Be careful." she advised, "They know how to deal with tenacity."_

_The girl puffed up her chest with pride. "Then I'll take them all out!"_

_"I'm sure you will. Perhaps for the both of us then."_

_"Maybe."_

_[Error]_

_[Error]_

_She didn't remember her. But the face on her testing record seemed unnaturally familiar, as if she should have. But when the test subject opened her mouth, no sound came out. Nothing. Not a single word. GLaDOS wanted to hear it. She felt as if she knew this human from some place in time. _

_[Error]_

_"Speak, damn you!" _

_The voice belonged to a whisper in her mind that wasn't her own._

_[Error]_

_[Error]_

_"Their minds have to be wiped. We can't afford to have them scheming against us."_

_"Why don't we just kill her?"_

_"She could be useful, that's why."_

_Those voices... _

_The men in labcoats. No faces. Just pale white nothing..._

_"Why did they bond so well?"_

_"Don't you know? They have common interests. They both hate us."_

_[Memory File Corrupted]_

_[End Sleep Mode]_

GLaDOS' eyes fluttered open. Her internal clock read 0200. It was two in the morning and she was scheduled to perform more tests.

But those could wait for a moment.

She disengaged herself from her cables and walked to Chell's room where she found the test subject sound asleep in her bed. GLaDOS tilted her head thoughtfully as she studied the slumbering meat puppet. She looked like a chubby polar bear at rest after eating a fresh meal.

She let out a long-suffering sigh. She wished Chell would remember their supposed past. If the human realized that she was actually "friends" with her, then perhaps that would alleviate any possible thoughts of murder on her person. Maybe even make her much more loyal. Well, after the testing they had engaged in, she would have hoped that she'd behave as such. After all, sexual release seemed to help in that area quite easily from what she had witnessed from humans.

"Why can't you remember the way I can?" she sighed. "This would be so much easier then."

Of course, the human didn't respond, but GLaDOS didn't see her eyes open.

"You think it's funny to toy with me, don't you?" the AI growled, not realizing Chell could hear her. "You all do..."

Chell wanted to tell her that wasn't it, but she was afraid of interrupting her. It felt like she was hearing something she wasn't supposed to hear.

"Heh. You're not too bad for a primate though." GLaDOS chuckled. "You've helped kill those Black Mesa fools for me, so we have that on your record. And you've activated my euphoric parameters in a way that hasn't been done in years. You have a LOT of empty space in the commendations section, so there is always room for improvement."

Chell rolled her eyes with a smile.

"I just don't understand what else you could possibly want from me..."

That made her heart still. The way GLaDOS had said it made her sound ultimately frustrated, but in a confused and helpless manner.

"Why did you stay?"

Even if she wanted to, she couldn't find an answer.

Or maybe she did and she was just afraid to admit it to the AI.

And to herself.


	17. 16

**Author's Note: **I'm going to try and answer every review I can in the following chapters that come. I'm...still not quite sure about this chapter. Bah. You can just see for yourself. LOL.

**Enderman117 (Guest): **And you shall have more. ;D

**Latham: **Well if you think about it, every machine in Aperture is terrified of birds. Wheatley, Atlas, P-Body... I see what you're saying though.

**goatcancer: **Shit dude, don't do that. LOL.

**ultima-owner: **Aperture, remember?

**BlackFireBird: **Oh! Well thank you! ^.^

~~0~~

**16**

"You're tilting it."

"I'm not tilting it! It looks fine!"

"I possess the means for proper calculations and measurements and I say you're tilting it."

Chell had spent a good fifteen minutes attempting to hang up a framed photo of kittens at play in her room - and GLaDOS had spent a good fifteen minutes trying to correct her in the proper means of hanging it. She knew that the supercomputer possessed those specific means, but she didn't see what the big deal was. Eventually, the two women backed away from the portrait and tilted their heads in unison like a pair of curious cats, studying it hanging there. Visually, it looked fine without a flaw.

"Do I even _want _to know why you could possibly want a picture of of infant felines hanging in this room?" GLaDOS quipped.

"Probably not." Chell said, chuckling.

"I swear in the name of Science, if you bring up one more visually ungodly thing up here from Old Aperture, I'm tossing it into the Incinerator..."

The AI's sharp, scrutinizing gaze surveyed the sight of Chell's lair; she had accumulated several objects that could have never been of use to anyone, but where obviously of interest to the lunatic. These things involved various ungodly objects from a time long since passed. Oh my God, it looked like the entire Woodstock Music and Art Fair had exploded in this room. She was definitely going to have to discuss her testing associate's lack of order and cleanliness. Among other things.

Chell smiled broadly at her. "Then why don't you come down with me and decide for yourself?"

"What?!" GLaDOS exclaimed. The thought of going down there, again, made her internal components freeze up.

"Sure. I mean, it might be fun."

"I am NOT going to get filthy in those testing shafts! And I refuse to allow that moron out of my sight."

"Then let's bring the cores with us."

"Give me a good reason why I should even _consider_ this."

Actually, Chell did have a good reason now that she thought about it. She remembered the other testing shaft where she had felt that strange sensation of being watched. She held up a finger at the AI and moved across the room to look for that map she had found in the main lobby of the old facility below. She held it out to GLaDOS and opened it.

"I found this map in the old lobby we were in when Wheatley...well, you know..." Chell explained, much to the AI's dismay. "It shows on here that there isn't nine testing shafts like we thought. There's eleven. That's where I found the humanoid robotics lab."

GLaDOS snorted and looked magnificently bored. "That's impossible. If there were eleven testing shafts, I would have known about it."

"Impossible?" Chell pointed out. "The place was built before you were."

GLaDOS pursed her lips thoughtfully as she considered the human's words. She was curious to see for herself why there were eleven testing shafts when she KNEW that there were only nine. Maybe her test subject was simply looking for an excuse to drag her off somewhere to be exposed to horrible trace amounts of excessive boredom. She didn't see the reason for going down there, but the possibility did nag away at her central processor just a little bit. Maybe it was worth looking into.

"Fine." GLaDOS snapped, turning. "Let it never be said that I don't indulge in your ridiculous assumptions."

Once the cores were gathered, Rick let out a glorious whoop at the concept of "adventuring" again below. GLaDOS kept Atlas and P-Body on watch above, though with much reluctance. She could trust them much more than the thought of the corrupted cores, her little menace or that moron running about in her absence.

The group ventured below to the abandoned mines of Old Aperture. Chell led the way toward the eleventh testing shaft with GLaDOS and the others lingering behind her while she explained having that strange feeling of being watched below.

Rick looked up at GLaDOS, noticing the mild conflict in her yellow gaze. She looked like she was considering something about the human - at least, that's what HE got the gist of anyway. He was silent for a moment, his eye wandering from her to Chell's back. He had a thought and chuckled softly.

"Try talking to her..." he whispered.

"What?" GLaDOS had snapped out of her reverie and glared down at him.

Rick's optic tilted in a manner that looked like he was smiling. "Say something humans wanna hear, boss lady." he offered. "They like it when you're nice to them. This way, they're willing to meet you halfway whenever you want something. A little give and take, know what I'm saying?"

The idea was tempting, especially if satisfying her testing parameters was on the line. "What do I say to the fatty?" GLaDOS whispered back with irritation.

"Anything nice."

Wheatley rolled his eyes with a murmur of disgust, but remained silent.

GLaDOS made a throat-clearing sound before addressing Chell ahead of the group. "I should offer my congratulations, lunatic," she told her, "You are looking _less hideous _than I would have expected from a human. Well done on your efforts considering the circumstances."

Rick slapped himself on the forehead with a groan - well, if he had one.

Chell glanced back halfway with an odd look, partially confused. "Uh...thanks?"

GLaDOS looked down at Rick for approval and the core gestured with two hands for her to continue.

"You're not...fat...at...all?" the AI tried slowly, watching Rick's gestures to see if what she was saying the right thing. "You would...be the...envy of..." She stopped, watching Rick make a gesture with his hands that looked like he was forming a circle. Naturally, she misinterpreted this completely. "...oh, beached whales!"

Chell made a face, staring at her like she'd grown a third eye out of her ass. "What the hell are you talking about?" She was distracted by trying to find the eleventh testing shaft and found GLaDOS' little words to be pretty damn strange right now. She wasn't even completely paying them any mind because that weird feeling of being watched was coming back again. However, the others hadn't seemed to take notice to this sort of feeling themselves. And even if they did, they didn't voice it.

"No, no, no!" Rick hissed at the AI. "Tell her she looks thin."

"Oh." GLaDOS immediately corrected herself and addressed the human in front of her. "You appear to be rather malnourished. This physical trait of yours must be the cause of substantial internal collapse of all your excess fat or you must surely be suffering from organic parasitic worms."

Rick processed this. "That's...better?"

Chell groaned softly and rolled her eyes. "Could you just come on?" she muttered, gesturing to the AI.

Wheatley nodded in agreement. His eyes warily scanned the dark mines for signs of trouble. "She's right. I don't like it here. Bloody creepy."

"Whoooooo!" GLaDOS made a sound light and airy like a ghost. Though it wasn't as effective given her synthesized vocal patterns.

Chell stopped at the end of the tracks that led deeper into the mines where she had been before. The others stopped and Rick squinted into the dark.

"Yeah, I remember passing this place," he said. "Pretty lady kinda looked like a spooked horse."

Chell gave him a look. "I did not."

GLaDOS started forward without so much as a single moment of hesitation. She didn't consider the fact that Chell was correct. Nope. The little menace wasn't getting any satisfaction out of that. "Well, don't get used to being right [Subject Name Here]," she quipped. "Now let's go and see just what we can find down here."

"Let's find space!" Space Core cried, running into the darkness with his hands in the air.

"Hey! Get back here, mate!" Wheatley yelled, chasing after him.

"Fact: Bodies in motion tend to STAY in motion." Fact Core said, giving chase.

Rick rolled his optic with a grumble when the rest of them walked slowly behind the cores. "One of these days, I'm gonna put my big ass foot - " He paused once so that he raised his spindly leg into the air and pointed at his foot for emphasis, " - into that idiot's big ass." Then, he shrugged. "Well, if he had one, that is. You ladies get the idea."

GLaDOS sighed. "I'm starting to think giving them legs was a bad idea." she quipped, glancing at Chell.

Rick lingered behind them and pushed Chell a bit so that she knocked into GLaDOS. They grunted and he chuckled, moving ahead. "Sorry. That was mighty rude of me. I'll go on ahead and see what those idiots are doing." he told them. "I'll leave you two alone."

The way he had said that made Chell suspect something was up, but she didn't say anything about it. Instead, she took a quiet moment to look around the enormous caverns, studying the dampened rocks, shimmering colors that bounced off from the dim lights of GLaDOS' eyes and she quickly retrieved her flashlight from her jumpsuit so that she could see better. It wasn't a big help, but at least it was much more efficient than yellow optic light from the AI walking beside her.

"So where do you think these tracks go?" Chell asked.

"Possibly to the outside." GLaDOS replied. "During the earlier stages of the facility's development, this tunnel was probably used to transport construction materials in and out of the mines."

Chell murmured with agreement, nodding her head once. That made sense.

There was an extensive moment of awkward silence. Chell made a few breathing sounds that led to irritating popping noises. GLaDOS exhaled impatiently and gave her an annoyed stare. "Mind not doing that?"

"Sorry."

They were quiet again before Chell finally spoke.

"Don't you want to talk about it?" she asked, her voice somewhat hesitant.

GLaDOS frowned down at her. "Talk about what - _oh_. You mean..._that_."

"Yeah."

The AI wasn't too familiar with a sensation of discomfort, but the way Chell looked at her brought a certain feeling of such through her circuits. It was as if she expected a certain response, but any one the AI would give would surely be destined to fail. So she attempted to pacify the little menace. GLaDOS didn't expect her voice to come out the way it did - filled with uncertainty and a weakness she hated, but couldn't prevent. How pathetic! She wasn't a human school girl shying away from an intimate touch, for God's sake.

"It was nice..." she said, quietly. "It felt...quite good to do that."

Chell smiled hopefully. "Even if it was from me?"

GLaDOS rolled her eyes. "Does your poor posture and fatty deposits affect your hearing? I said it did."

Chell seemed quite satisfied with that response, much to the AI's irritation. "Nope. That was good."

"...You're hopeless."

There was a loud crashing sound in the distance - like metal colliding with metal that drew the attention of the two women. They quickly rushed in the direction of the sound, only to find Space Core lying on his "back" in a daze. The others were crowded around him and there was a towering metal wall and a dent where the core had run directly into it.

"What happened?" Chell exclaimed.

"The damn fool was running and ran right into it!" Rick said, laughing heartily. He leaned down to Space Core, who sparked a little from the collision. "Are you okay, little buddy?"

Space Core chirped happily. "Space! Space - hurts space - space hurts!"

Chell grimaced and approached the towering steel wall that seemed to go on forever into the mine roof. GLaDOS joined her and ran her hand across its surface. "Well congratulations. You've found a great big scary wall." Her voice oozed with playful mockery. "How does it feel to confront your terrifying nemesis, Mr. Metal Door?"

The human gave her a look. "Ha-ha, I forgot how to laugh..." she grumbled.

GLaDOS just smirked before she studied the vast wall before them. "This appears to be where they sealed off the exit after the facility had been complete," she observed. "It's just a wall. There would be no point in wasting valuable energy reserves attempting to understand what it is. Let's go back."

Chell sighed and considered that GLaDOS was probably right. It must have just been a bad case of nerves.

They wandered back the way that they had come with the cores chatting the entire time.

Of course, neither one of them saw the very top of the wall where the metal had been violently peeled away, shredded by something sharp.

O

"Oh wow!"

GLaDOS wasn't as nearly impressed with the room as Chell was.

It was filled with old gaming machines from forgotten times. For the life of her, she couldn't imagine what these things were doing in Aperture. Chell seemed eager enough to explore it though and because of her delight, the AI couldn't resist her curiosity. After all, anything that captured the interest in her test subject was worth studying in case she found "useful data" for later.

"Ooh! GLaDOS, come here!"

The AI was in the middle of studying a poster of a yellow sphere eating crudely drawn ghosts when Chell called her from across the room. She rolled her eyes with a grumble and walked up to the human. Chell was standing over a gaming machine with a broad grin on her face. Overall, the machine was dusty and hardly looked to be useful, but somehow she had managed to switch it on and dug out the coin slot machine for quarters. GLaDOS made a face and leaned to one side, reading the title.

"Street Fighter X-L'?" she read.

"Yeah! This used to be my favorite!" Chell said, grinning. "You just put a quarter in and grab these sticks."

GLaDOS made a face, pointing at the joysticks. "You touch those?"

"Yeah. You touch those and you press these buttons here...and, uh...And then you just go."

GLaDOS watched her as she cycled through a few game fighters. She stopped at one with messy brown hair and a tattered suit and an amused smile lit her lips at the sight. "It looks like Cave Johnson's cousin from New Jersey." she remarked.

Chell laughed. "Wanna try?"

"_What_? Absolutely not. I will not resort to engaging in such childish games!"

"I bet you just can't." Chell teased.

Oh. That devious little monster.

"Move over tubby." GLaDOS snapped, pushing Chell to the side so that she could grip one of the joysticks and position her hands over her buttons.

As it turned out, GLaDOS was amazingly skilled for someone who never played a video game in her life. She had defeated Chell numerous times in under ten minutes. The AI didn't the point in such an inane victory, but Chell was actually quite happy.

"You enjoy the defeat?" GLaDOS queried skeptically.

Chell laughed. "It's just a game." she said. "Come on. Give me five."

She held her hand up and GLaDOS stared up at it with confusion. "What am I supposed to do with that?"

"Five."

"Five?"

"Yeah. High five."

When GLaDOS didn't move, Chell took her hand and slapped it against hers in demonstration. GLaDOS finally got it and rolled her eyes. "Lunatic."

Upon returning to the upper facility, GLaDOS had made it clear that Chell's room required organizing. The human agreed to this only if she could play music. GLaDOS had exceptions to that as well and would not allow her audio sensors to be subject to what humans considered to be music, only to have it resemble a "chorus of dying rats drowning in acid". Chell went through various CD's, cassettes and vinyl records that she had found and the AI would give simple responses while she went through some boxes as well.

"What about Metallica?"

"No."

"Guns N' Roses."

"No - Wait, what year?"

Chell turned the vinyl over. "Um...1987."

"...Fine."

Chell smiled and set it in the "keep it" pile. She resumed her search.

"Asia?"

"Fine."

"The Batman soundtrack."

"_Definitely_ not."

Chell giggled, as if she had expected that response from her. She picked up a tape, studying the crude label. "Uh...Fleetwood Mac?"

"No."

"Dire Straits?"

"No."

"Def Leppard?"

"No."

"Depeche Mode?"

"Yes."

"Nazareth?"

"Mmm...no."

"Pantera."

"No."

"Queen?"

"...Fine. But only because their 1978 song 'Fat Bottom Girls' is surprisingly droll. It reminds me of you."

Chell tossed a rolled up ball of paper at the AI's head from one of the boxes. It rebounded and landed in her lap and GLaDOS glared at her. "What if that had been important?" she snapped, unraveling the wad of paper. She stared down at it and her eyes widened in amazement. "I don't believe it..."

Chell caught the mystified tone and frowned curiously. "What is it?"

GLaDOS couldn't believe her luck. She held up the picture to the human and Chell noticed it was a crude, child-like drawing of the AI when she had a massive chassis body, surrounded by scientists who seemed to be lavishing love on her. Chell didn't understand the reasoning behind the AI's shock and leaned back.

"Huh. I guess a kid had a bit of a liking to you or something." she remarked.

GLaDOS shook her head. "This...was yours."

To prove it, she turned the picture around, revealing Chell's name written in pencil on the back, along with various other writings as well. She didn't bother looking at those just yet as she couldn't fathom the idea that she would make something involving the AI in her childhood. Chell blinked slowly, stunned by the sight. She reached out and took the picture from GLaDOS' hands, studying it for the longest time. She had no memory of ever drawing something like this before.

"Wait...I drew this?" Chell gasped.

"I suppose you did."

Chell turned the picture back around to read the writing out loud. "'I drew Miss GLaDOS today. I got to see her too. She's sad because the humans don't like her. She doesn't like them either. So now, they love her'." she read. Chell glanced up at the AI, who seemed a bit shaken by that. "Does that mean anything to you? I don't remember writing this."

"No...you wouldn't remember." GLaDOS said, resuming a professional voice, though there was some strain behind it. "Why? Because it was Aperture who made you forget ever meeting me. That was the memories were? Somehow that virus that had afflicted me allowed me to witness the forgotten memories in my system. I don't understand how or why, but we were never supposed to remember meeting each other. That drawing alone is surely the proof that you require."

Chell squinted at the drawing and then looked back at the supercomputer with confusion. "But why would they have to do that?"

"They were threatened by possibility, that's why," GLaDOS pointed out. "We both possessed a fixation on the idea of escaping their control. With a tenacious human like yourself, they constantly tested you to see what you were capable of. They knew that if you were ever made a test subject full time, you'd figure out a way to escape them with my help. It's why Douglas Rattman had your name placed on the top of the test subject roster. He believed you could escape from _me_. This was all after our mind wipe, of course."

Chell still looked totally thrown by this new knowledge. GLaDOS gleefully chuckled and leaned back. "Well then. I suppose killing them worked out for all of us, didn't it?"

O

After having Orange and Blue test for a little while, GLaDOS felt that familiar, unfortunate itch through her systems. However, it was an itch that didn't simply go away with her androids testing. Not since Chell had done so well - she'd never tell her that, though - during their latest "test" had she felt unfulfilled with any other normal testing measures. Well, that was rather inconvenient. She couldn't very well end the test right in the middle of it. But then again, this was the perfect opportunity to "get back at her little human".

Oh, but what to do?

It had to be particularly special for her. Not that the little menace deserved anything special per se, but it would make their next test rather interesting.

GLaDOS called Orange and Blue back to the reassembly machines before going to work on research, running delicious plans through her head.


	18. 17

**Author's Note: **Ooh, look what I just put up. More ChellDOS smexy time. The Enrichment Center is not responsible for excessive nosebleeds. That part of this chapter was pretty much from a dream I had.

...

Moving on.

~~0~~

**17**

Chell had NO idea what to expect.

GLaDOS had spent most of the day ordering that she wait in her room right after she had cleaned herself up.

So she waited.

And waited.

And _waited._

Chell had gotten up from her chair a few times; she paced back and forth in the room, laid down on the floor to stare at the ceiling, tossing a small rubber ball into the air. She tossed the ball into a wall across from her and it came back, hitting her square in the nose. Chell grunted sharply and held her nose with a frustrated curse.

Time seemed to pass entirely too long and she moved from the chair to the floor, pacing around and reading a few old books. She found one entitled "Little Sparrow" and laughed quietly at the title, thinking she could show it to GLaDOS when the AI decided to show up and finish whatever she was doing. She'd probably consider it a horror story. Chell giggled to herself at that. She found all of Aperture's machine life and their fear of feathered creatures to be utterly amusing.

Footsteps approached and Chell turned halfway. "It's about time," she grumbled. "What is so important that..."

She trailed off when she saw GLaDOS standing there in the doorway, dressed in her lab coat and a black blouse. Chell blinked when she noticed the long heels on the AI's feet and the predatory look full of heat that made the book slip from her hands and land onto the floor with a loud slap. The AI found such a sight to be delightfully amusing and approached her. She rested a hand on Chell's shoulder, pushing her backwards to her chair. Chell almost clumsily fell into it and stared up at her with startled, wide eyes.

"Sit." GLaDOS commanded.

"But-"

"Now."

Chell gulped and attempted to make herself comfortable in the chair - it wasn't really too comfortable to begin with - but the look that GLaDOS gave her made her squirm uncontrollably. It left a buzzing in her lower regions that was unbearably aching.

"We're going to perform a test today," GLaDOS told her, backing away a bit when she realized Chell wasn't going to try and leave. Her voice suggested she was up to something. "I've made a few modifications to this body specifically for this test in accordance with my research. I must say, humans are much more creative than I gave them credit for, not to mention indecent in the same sense. But...I'm sure a ravenous beast such as yourself will find pleasure in them."

"W-What kind of test?" Chell asked, hating how nervous her voice sounded.

"I told you I would get you back, didn't I?" GLaDOS purred, leaning forward so that their noses were only inches apart.

Chell's throat bobbed when she swallowed thickly. "Uh..."

"Try syllables and sentences, lunatic."

"How are you planning on doing...that...exactly?" Chell finally managed to ask.

GLaDOS smiled at her, tapping a finger on the human's nose. "All you have to do is sit here."

"But-"

"You either obey, or never again will I allow you to put your monkey hands on me."

That shut her up good and proper - Chell's mouth closed with an audible click. Of course, GLaDOS was lying through her teeth. Chell had activated her euphoria in a manner that couldn't just go on ignored. It was just best to lie to her to get the human to comply. It had worked like a charm because Chell had stopped talking.

GLaDOS actually found it a little nice to be wanted the way that Chell had wanted her. It seemed that the human was rather pleased with being able to grant her euphoria - well, that was a first - so long as GLaDOS herself offered the same benedictions. Well, if that was all it took to get her to perform her tests properly, then she could easily make such arrangements. They put each others lives at risk being in such vulnerable conditions. Either one had something to lose.

Besides, having her test subject in such a state of wanting would definitely be fun. Especially if she dragged it out for a while.

Oh, but where to start?

Her research showed her that humans were particularly fond of teasing one another. Sometimes it became unbearable to the point that once the teasing was done, they ultimately ravaged each other, leaving the satisfaction of their euphoric parameters much more wonderful. Of the human could do that to her after she was finished doing what _she _wanted... It made GLaDOS' inner circuits tingle with anticipation and her spinal relay clench with warmth. Ooh, that was a thought indeed.

But first, there was something else to attend to.

Making the human beg her for it.

After all, GLaDOS didn't just give away things for free. They had to be properly earned. And to have Chell beg for ANYTHING would be a reward in and of itself. She'd never been successful in getting her to plead to her, so this would be a far more personal victory for the AI.

Oh, music also set the proper tone for things such as these. So GLaDOS gathered a CD from her coat and placed it into Chell's radio. Immediately, a soft Jazz beat filled the air and Chell's eyes dilated at the familiar sound of it. GLaDOS smirked at her.

_Let the testing begin. _

O

She started off slow, allowing the human only the smallest display of her body as she moved perfectly to the rhythm of the music. Chell's fingers dug into the armrests of the chair and she squirmed, moving in tune with the AI. GLaDOS chuckled inwardly when she turned away and Chell made a frustrated sound. It was particularly adorable when she attempted to keep it quiet.

Poor thing.

Under normal conditions, GLaDOS would not have been thrilled with the concept of being put on display for a human in the way she was right now. But this was under her terms and a test of her design. Actually, from the look of Chell's earnest expressions and blushing skin, GLaDOS really had no complaints. She was still maintaining control of this test and Chell was still being the obedient test subject she wanted her to be.

She drew closer to the human before setting herself directly on top of her with her legs on either side of Chell's hips. Chell swallowed thickly, watching the AI like a tethered animal being tormented with the promise of food. Well, that comparison was almost close enough to the real thing anyway. GLaDOS just continued to smile before slowly moving her hips in a grind against the human's lap.

Chell sucked in a sharp breath, jerking a little. If she could, those armrests would have had dents in them by now.

The sound she made also rewarded the supercomputer as she felt a spike of raw heat through her circuits and in between her legs. Hm, these alterations she had made to this body were certainly serving their use right now. It actually felt rather pleasant when Chell's hips jerked against hers.

Chell's fingers twitched to grab GLaDOS by the waist, but the AI could see that temptation in her eyes as they flicked downward. She immediately took the test subject's wrists in both of her hands and held them down to the chair. The grip was firm enough that she meant business, but not enough to break the fragile bones. She really could if she wanted to, but that would have been counterproductive. Plus, she didn't want to interrupt her test to repair any damages made to her test subject.

"Ah-ah-ah, no touching, remember?" she crooned.

Chell growled with frustration, squirming against GLaDOS' body. Well, that didn't help matters having her chest rasping against the AI's. Wait...she actually had breasts? Chell looked down and noticed a distinct cleavage showing from the black blouse.

_Whoa... _the human thought, glad she actually didn't say that out loud. That would have been embarrassing.

Her thoughts derailed when GLaDOS leaned forward and slipped one of her hands into her singlet. Her touch was surprisingly warm against her skin and she jumped when that damnable touch traveled to her breast. It wasn't her fault, really; GLaDOS just had really good hands.

_Really_ good hands.

"You're doing quite well," GLaDOS crooned in her ear, her hand caressing her beneath her shirt. "I should note your compliance on your permanent record, [Subject Name Here]."

Chell pursed her lips with a shudder. "Quit screwing around with me, GLaDOS!"

"I thought that was the idea."

Oh, that sneaky little computer. It was difficult to retort to that when she felt that synthetic tongue as it lathed the skin of her neck, weaving a scorching trail in its wake. It was the perfect distraction while the AI lifted Chell's singlet up to expose her breasts. When Chell finally regained some sense, she felt lips close around one of her nipples. The sensation of stabbing heat flowed from that spot all the way to the place between her legs and she arched up with a soft cry.

The sounds she made sent a flood of delicious feedback through GLaDOS' circuits. She vocalized a quiet murmur of pleasure, quite delighted to have her human continue making those noises.

When GLaDOS looked up at Chell, the human almost melted in the heat of that stare. "My sensors can detect the hormones in your body," she purred, in a near playful manner that almost seemed borderline mocking. "You must _really _want your euphoric parameters satisfied."

Chell groaned in protest. "Come on, GLaDOS..."

"All you have to do is ask," GLaDOS continued, trailing a finger down the human's exposed abdomen. Moving lower at at agonizingly slow pace...

_Oh. I see what you're doing! _Chell thought with a growl in her throat, _If you think I'm going to beg you for - _

All of her thoughts were cut off when that deliciously long finger slipped beneath the hem of her jumpsuit, teasingly slow. "Just one little question," the AI crooned. "That's all."

_Damnitdamnitdamnit! _Chell cursed inwardly, _Stupid body. Stop responding!_

Well, it certainly didn't help when that damned hand of hers started moving south, brushing up against quite sensitive parts of her. And it certainly didn't help that she was _obviously _horny. But that couldn't be helped either considering she had a drop dead sexy woman on top of her, touching her everywhere with uncanny skill for someone who hadn't been in a human form for a while. When she felt a fingertip slowly start to enter her, she bucked her hips toward it, but GLaDOS pulled away, teasing.

Oh, goddammit.

"Okay, _fine!_ I want you to fuck me!" Chell shouted with frustration, probably loud enough to be heard by the cores. "_You happy now_?"

GLaDOS grinned at her and leaned forward, their lips just an inch away. "You have an absolutely foul mouth, [Subject Name Here]," she hissed. "But I'll accept that response."

Before Chell could snap back at her, that finger slipped into her and she let out a heated cry and tossed her head back - to hell with her shame right now. The way GLaDOS moved her hand, she couldn't care less about anything else right now.

GLaDOS was watching her with fascinated awe. It seemed like every little thrust of her fingers brought forth delicious sounds from her test subject. When she thought to add another finger, Chell _really _started making noises, writhing about on her hand and moving in time with her motions. This was quite fascinated and left her own inner thighs trembling and aching. Of course, it would have had something to do with the alterations she had made to this body to comply with human elements.

It would be interesting to see just how it would work for her.

"Oh, will you look at that," the AI purred. "It seems humans are equipped with buttons of their own. I've found two. Let's see what they do when I push them, shall we?"

When she hit those "buttons" the reaction was a sharp cry from the human, followed by a stream of desperate pleas that GLaDOS absolutely relished. Her sensors told her that Chell was close to climax, so she intensified her motions the same way the human had for her.

It only took a few minutes before Chell finally emitted that same wounded sound she had heard before, arching up and convulsing around GLaDOS' fingers. She panted rather noisily, slouching back in her chair with her eyes closed. A bright flush touched most of her body. The sight fascinated the AI further, but it definitely required more research later as her testing parameters were all but _scratching_ at her at this point. She shook the mess from her fingers away. When Chell had finally managed to catch her breath enough to look up at the AI, GLaDOS spoke, barely able to hide her own need in her voice.

"_Now _you may touch me." she said.

Chell grinned at her. Oh, she was going to.

GLaDOS watched her with rapt attentiveness when Chell began to unbutton her blouse. Oh, so she was curious about these alterations she made. Well, she should be. After all, she had made them specifically for this test, so the human had to be grateful for it.

Chell was indeed grateful.

Wow. Those looked quite realistic.

She even had nipples.

Chell gave the AI a smirk. "You did extensive research, huh?" she teased.

GLaDOS nodded her head rather sternly. "Of course I did. Science takes no shortcuts in - Oh!" She let out a soft gasp when Chell's lips closed around one of her nipples. "Oh, I can - _hm_ - see why humans enjoy this so much. It's quite interesting." GLaDOS squirmed a little.

She sounded genuinely surprised and Chell had to hold back her giggling. She continued to suck on that nipple in her mouth while feeling GLaDOS shift above her. Her other hand smoothed along her leg, traveling up her skirt. A crazy idea came to mind. If she had made alterations to her body, and if she claimed that science took no shortcuts...

"You know, I do hope your planning on completing this test," GLaDOS said, with warning, "because I will not have myself - _AH_!"

Chell grinned broadly when she slipped a hand between her legs. Oh, so she _did_ make alterations to that. She even felt wet. Chell didn't know just what kind of technology was involved in that, but she didn't want to frustrate GLaDOS any more than she probably was and just continued to rub her fingers over the artificial work of anatomy.

Quite thoroughly.

GLaDOS looked quite surprised, leaning forward to steady herself with her hands on Chell's shoulders. The surprise melted away into pleasure and her eyes fluttered. "Oh! That's quite - _hmm _- good. I didn't expect it to be that good." she breathed, "Your chubby fingers are much more - _ah _-skilled than I thought."

"Chubby fingers, huh?" Chell laughed, pressing harder against her.

GLaDOS let out a startled sound when she did, arching her hips up.

"I guess I'm not the only one who gets pretty wet around here." Chell continued to tease. She rather enjoyed the AI's stunned noises, laced with unintelligible cries of approval.

GLaDOS pursed her lips and glared down at her, though it wasn't as effective when she began to sound breathless and look as sexually stimulated as she did. Well, what could be compared to sexual stimulation for a machine anyway. "The Enrichment Center would like to remind you that you have quite a foul - _mmm_ - mouth," she growled. "and if you don't finish what you started, punishment will involve - ahh - _ohhhhh_..."

The rest of her threat was lost at the fault of Chell's fingers.

They slid against her before delving inside just the slightest and she registered a delicious pressure that almost disappeared immediately when Chell pulled them away. GLaDOS glared down at her again, eyes flashing with indignation and hunger.

"If you don't slide them in, I will murder you!" she spat, spiteful in her need.

Chell let out a laugh and slid two fingers into her. GLaDOS cried out and pushed herself against that hand, trying to get the most out of the sensations. This was definitely a better manner to test than what they had done before. Humans really did take advantage of the things that they were equipped with. She had no idea if it was supposed to feel as intense as it did right now, but she didn't really care. All that mattered what this wonderful, wonderful euphoria.

They found their rhythm not long after and the intense heat began to spread into an inferno. The sensory receptors beneath her synthetic flesh tingled and burned in a manner quite pleasant. The sounds she made were probably quite unbecoming though. Chell didn't seem to mind them though and GLaDOS noticed when they met gazes, the human actually smiled. Something about it made her chest feel as if it was being engulfed with flames, but she was too lost in the haze of euphoria to really think about it.

O

Chell smiled at the sounds GLaDOS made. They were musical and quite beautiful to her ears, especially since she sounded like she was going to reach her own climax quite soon. It was quite something seeing the supercomputer like this, lost in her own pleasure.

"Yes, like that!" the AI groaned. "Just like that!"

She didn't last too long either; her body seized in Chell's lap and she let out a beautiful cry before slumping forward into the human's arms. Whether or not it was intended, Chell couldn't complain. She just smiled, slowly removing her fingers from between GLaDOS' legs and carefully sliding her arms around her. GLaDOS tensed a little, her lips closed to Chell's ear.

"Well." she said, her voice calm once more.

Chell chuckled. "_Well_. " she repeated.

"That was...quite something." GLaDOS seemed a little bit shy in her post coitus condition.

Chell leaned her head on her shoulder. "I liked it too." She felt a slow rumble of amusement from the AI's chest and a smile against her ear. "So, did I pass your test?"

GLaDOS murmured softly before raising herself up and buttoning her blouse. She smoothed herself back into a proper appearance before climbing off of the test subject. "You passed the test." she said, with a small, pleased smirk on her face that she tried to hide. "I hope this will become quite a habit - you testing when I tell you to test and not leaving or stopping in the middle."

Chell laughed. "With testing like that? I think it might have to be."

GLaDOS' grin was actually pleasant when there wasn't malicious intent behind it. "Well then. I'll hold you to that, [Subject Name Here]." she said.

She turned and walked out of the room.

But Chell was amused when she caught a slight stumble in the AI's step.

She leaned back in her chair and crossed her arms behind her head, pleased and refreshed after what had happened between the two of them. It took a little while, but there was a whispering doubt in the back of her mind about all of it; maybe it was because of the strange fact that they were no longer enemies. They engaged in the most personal of acts that a human being could ever share with another - er, android - but she chose to ignore the doubts after a while of thinking. It was best not to ruin it.

Not after that.

O

_[Sleep Mode initiated...]_

_[Accessing memory file...]_

_[Redacted]_

_GLaDOS observed the humans through the security footage. _

_A man and a woman with dark hair. The woman had slightly olive-toned skin. They were both wearing heavy jackets. _

_They were wandering toward the facility, carrying something in their arms that was bundled up in an orange jumpsuit. She narrowed her yellow optic with vague interest and enhanced the footage, watching the dark-haired humans as they placed it near the main entrance through the parking lot._

_The male knocked on the door and started tugging the woman's arm. The woman seemed reluctant to leave and tugged on her mate's hand, but he forcefully pulled her away and they quickly left the parking lot. GLaDOS observed their progress as they drove away in a small red vehicle. That was the last time she had seen them. _

_It wasn't long before a security guard had come outside. He was apparently stunned to see the child there and picked her up. He seemed to talk to the small human for a moment before walking inside._

_GLaDOS' optic narrowed. _

_What had just happened under her watch?_

_[Error]_

_[Error]_

_[Memory File Corrupted]_


	19. 18

**Author's Note: **I am completely ashamed that the song "Trouble" by Pink reminded me of Chell. So sorry for that mental image, folks. LOL.

~~0~~

**18**

Chell and the cores spent the morning in the cafeteria.

She had managed to find herself something in a can that had no label, but it tasted a lot like tuna fish. It was surprisingly delicious, actually.

Wheatley sat across from her while she ate. "Um...hm..." he said, obviously attempting to stir up conversation with her. When Chell glanced up at him through a mouthful of food, he grinned painfully. "So, I can see you and that maniac are getting along."

Chell shrugged her shoulders and swallowed her food. "Yeah, I guess we are."

Rick laughed and leaned to her side of the table. "Yeah! Live and let live!" he said, elbowing her in the shoulder playfully. "You were asleep for a long time - fifty years worth. Nice to get a little something-something every once in a while. Right?"

Chell blushed a little.

"You know, if I was a human, I'd probably throw up right now..." Wheatley muttered.

Chell frowned at him now. She suddenly felt a little insulted. "What's your problem?"

"My problem?" Wheatley snapped, "My problem should be bloody obvious! You and her! She was our enemy and all of a sudden, you're just rolling over and exposing your belly to her like a good little dog and - " He cut himself off and his eyes widened when he noticed Chell's glare. "Oh, I've just done it again. I shouldn't have said that. That was pretty ugly of me. Monstrous." He laughed weakly. "I guess I don't have much place to talk given the way I acted before."

Chell shrugged her shoulders, the tension melting from her body. Now, she felt confused by Wheatley's retort. "I don't understand why you have an issue with it." she said. "She's not trying to kill you."

"True. And believe me, I am QUITE grateful for that," Wheatley laughed. Then, he looked serious again. "True, it's not my business - "

"It really isn't." Chell interrupted with an impatient sigh.

Wheatley paused once at the interruption, grimacing before he continued. "Look, I know what a monster I was. Really, I do. I'm making up for that," he assured her. "You're my friend. Well - eheh - I'd hope so, anyway. After all the saving, rescuing and stuff. I hope we could put all our misunderstandings behind us. No, no, that came out wrong. Grr, sorry, that was just - hm - no. No. I mean that I...I mean -

Just then, GLaDOS walked into the cafeteria, covered head to toe in dirt. Yet she seemed to be in unusually high spirits, which caused all of them to stare at her strangely. "Well, good morning morons, lunatics and fanatics!" she sighed, in an oddly cheerful mood.

Chell arched her eyebrows. "GLaDOS, are you okay?"

"Oh yes, indeed I am, my ever inquiring test subject! The best I've felt since my activation!" the AI said, with a smile. "I've brought you something."

That "something" consisted of an animal carcass that she slapped onto the table, making everyone jump. Closer inspection revealed it to be a gray and white rabbit with its neck broken.

"Yes. Orange and Blue were completing a task for me. So that left just me to find something for my little killers and out hops this Leporidae in my path," GLaDOS told the human. "I thought you'd be quite thrilled to have some fresh meat for a change. Though I can't imagine why you'd need more of it. You have enough fatty deposits to last many winters to come." She grinned triumphantly down at Chell, who looked a little sickly by the sight of the animal. "Anyway, eat up. Fresh food doesn't just grow on trees down here. Well, it _does _but...oh, just eat it."

Chell picked up the rabbit by the ears and stood up, studying the corpse with a wince.

"Oh, you'll make her sick, you will!" Wheatley snapped at the AI. "It might be filled with worms!"

GLaDOS glared at him. "The use of any eukaryote organisms is anything BUT efficient in the murder of anyone, even lunatics for test subjects," she snapped. She looked at Chell and smiled at her. "I can assure you, the creature is fine to consume. And you had better eat it because I went through dirt to catch it."

Chell curled her lip somewhat before staring down at the rabbit. Then, a smile lit her lips. "Okay, I have an idea."

After much work on Chell's part, GLaDOS watched the human as she stood over a cooking pot where the chopped up pieces of rabbit meat were being stewed in water mixed with various other canned vegetables Chell had pilfered from the pantry. She had no idea the human could cook.

"That looks rather strange," the AI commented, leaning forward to stare through the steam at the mixture within. "Are you sure you're doing it right?"

Chell laughed. "I know what I'm doing."

"That would be a first."

"Oh? Even after all the help I've given after the mess we've gotten into?"

"Yes. But as I recall, it was mess that could have been avoided hadn't it NOT been because of you..."

Chell waved a hand in the air. "Semantics."

GLaDOS rolled her eyes with a murmur of dismay, but said nothing more as the human switched off the stove burner with a pleased sound. "Ah! It's done!"

Chell retrieved a bowl and poured some of the stew into it before she sat down at the tables. GLaDOS sat across from her with an expectant look and when Chell took a sip of the food, her features brightened and she murmured with pleasure. GLaDOS seemed satisfied with her response and leaned back.

"When you're finished eating, I want you to go down into Old Aperture and - " she began.

"Let me stop you right there," Chell interrupted, raising her spoon. "I don't think I should go back to Old Aperture right now."

GLaDOS arched her brows. "Oh? And why not?"

"I went down there earlier today," Chell explained, through a mouthful of food. Her features seemed distant and thoughtful now. "I know it sounds weird and a little paranoid, but I could swear I was being watched. Not like when you're watching me over the cameras since - well, you can't really given the fact there aren't any cameras down there. The point is, I had this feeling someone was watching me."

GLaDOS seemed amused by her paranoia. "Was the moron with you?"

"Well...yes. Rick was there too."

"No one but us travel to the lower facilities," GLaDOS assured her, though her voice still carried an air of mockery to it. "Perhaps it's The Bird seeking out its revenge."

Chell seemed to be a little bit annoyed by that remark, but her annoyance lessened a degree and she let out a guffaw. "Yeah, you might be right."

"Of course I am."

"Yeah, yeah, I know. Maybe she's back for those eggs you took."

GLaDOS looked uneasy now. "Do you think so?"

The way she looked around the room warily - as if The Bird could come out at any moment from behind those walls with talons flashing - Chell had forgotten why she had felt paranoid about Old Aperture to begin with and laughed hysterically.

Much later, GLaDOS had decided to place several turrets down into Old Aperture anyway. But not for Chell's sake.

For fear of The Bird coming for its revenge.

There were two turrets placed on a catwalk, their lasers shining into the darkness.

Something moved.

"Hello?" one of the turrets called. "Who's there?"

There was a shadow that passed along the abandoned office nearby and the turret's optics followed its path. It seemed to blur by rapidly, easily missed by them. The Sentry Turrets knew no fear as far as humans experienced, but were programmed to have it simulated.

And there was fear.

A rumbling sound filled the air.

The deep growling noise of a beast.

The turrets took aim at the shadow in the darkness, their weapon systems activated...

It wasn't enough.

In a flash, the first turret was shredded in a spray of black fluid across the catwalk. The second was engulfed by the towering shadow and opened fire on it, seconds before it took was obliterated in a mess of shredded metal and fluids.

O

Testing in the shower proved to be quite effective.

GLaDOS was pleased with how much more vocal Chell was during their next "testing session" as they moved together under the warmth of the water. It seemed to help ease things along and the AI was certainly enjoying herself. The human could apply herself quite thoroughly when she wanted to. Hopefully, GLaDOS could count on many repeat sessions like this to follow. And Chell obviously couldn't complain about having their naked bodies entangled together on the shower floor.

Chell wriggled a little beneath GLaDOS, smiling rather happily. Her damp hair was stuck to her face and she pushed it aside a bit. "Wow. You really know what you're doing, huh?"

GLaDOS smirked down at her, laying on top of the human like a contented lioness. "I always do."

Chell chuckled and shook her head. Mating with the lunatic certainly helped put her in a much more pleasant mood, which was good for GLaDOS anyway. It meant that thoughts of murdering her person weren't swimming about in her brain.

"That was really good..." Chell sighed.

GLaDOS smiled and for the first time, she looked a little more happy than usual. "Yes. It really was, wasn't it?"

"Um...yeah."

The AI shifted a little before raising herself up and Chell followed, feeling a little wobbly in her thighs. "Now then, are you going to go down to Old Aperture and retrieve more files for me?"

Chell scoffed and put her hands on her hips. "Are you kidding?" she growled. "Did you just give me several mind-blowing orgasms just to get your way?"

GLaDOS grinned at her. "Did it work?"

"Well...I wouldn't say it DIDN'T but - "

"Then yes, I did."

Chell scoffed and let out a snort. It was difficult to get angry at the supercomputer after what they had just done. Damn her for that, by the way. Then, she smirked slyly when GLaDOS turned around to shut off the water, getting a rather sneaky idea.

GLaDOS' eyes widened when she felt a dull slap at her behind. She turned and glared back at the too-innocent-looking human who stood there with a grin on her face. She dared her with her eyes to retaliate. Why that sneaky, grabby little monkey!

"What?" Chell asked.

GLaDOS' eyes narrowed and she took a step forward, causing the human to sprint out of the shower room naked with a shriek. She gave chase.

"The Enrichment Center would like to remind you that blatantly slapping the Vital Testing Apparatus on the backside - " she began.

But Chell couldn't even hear the rest of what she was saying - she was laughing too hard. The floor on her bare feet was cold as all hell, but this was fun. The most fun she'd had in a long time. How had it ever come to this anyway? Running butt-naked through Aperture for one thing. They had definitely changed since they had made attempts to kill one another. Well, Chell doing most of the attempting by GLaDOS' reasoning. But still...something nagged away in the back of her mind -

Well, that was enough thinking about it.

Meanwhile, Wheatley and Rick emerged from one of the rooms with the blue-eyed former sphere looking rather stunned down at a tattered old book he was reading. "Can humans truly do those things?" he asked. "I don't recall bones being quite that flexible."

"You'd be surprised." Rick joked, chuckling.

Wheatley sighed and slapped the book shut. "I don't know about you, but I think I'm quite done looking at naked bottom for one day."

And at that precise moment when those words left his lips, Chell blurred passed him and GLaDOS followed, leaving Wheatley standing there, frozen with wide eyes at what he had just seen. Rick watched them go and waved after them.

"Yeah! Live free, ladies!" he called, laughing.

O

After much persuasion, Chell was finally convinced to enter the lower facilities with Wheatley, Fact Core, Space and Rick tagging along. They ventured into Test Shaft Ten where testing of a fourth gel had begun, but was ultimately scrapped. While Chell was going through the offices, the cores were digging around in a storage room nearby, pulling out boxes and setting them on the catwalk for Chell to go through when she was finished.

"I just don't understand how this could have happened..." Wheatley was saying.

Rick looked at him skeptically - as much as he could with his optic. "Do you want me to draw you a picture, son?" he quipped.

"No!" Wheatley grimaced. "You know what I mean. The human and that maniac were enemies. Now they're...they're... you know - "

"Doing the do?" Rick shrugged.

"Yeah."

"What are you, jealous?"

"No!"

Of course, Wheatley's response wasn't nearly as convincing to Rick as he wanted it to be.

Fact and Space Core didn't prove to be much use to the other two as they simply engaged in conversation while strolling back and forth along the catwalk. Rick and Wheatley started arguing a little while they continued pushing boxes out of the storage room.

"...Why do you listen to me then?" Wheatley snapped.

"Well, your voice is a little hard to tune out..." Rick muttered.

Space and Fact Core glanced up toward the towers in the distance of the testing shaft where something seemed to watch them.

Red eyes.

It seemed to scuttle away.

"Space! Saw something - space!" Space Core cried.

Wheatley sighed and glanced over at them. "What are you on about?" he asked, wearily.

"The Fact Sphere has detected movement." Fact Core stated simply. "Movement and noise."

Rick and Wheatley seemed highly attentive now and glanced in the direction that Fact Core pointed. They didn't see anything out of sorts and Rick gave the pink-eyed core an irritated look. "You're defective, you know that?" he snapped, "I don't see anything."

"The Fact Sphere is not defective. The facts are wholly accurate and very interesting!" Fact Core shot back.

"Noise - Space heard noise!" Space Core added with a mild tremble of fear. "Adventure Sphere heard it - space?"

Rick rolled his optic. Then, he pretended to think about it. "You know what, I think I did hear it!" he drawled, his voice dripping with sarcasm. "Oh yeah, I remember it now. It must have slipped my mind. Now that I think about it, it sounded a lot like a duo of bugs making up crap." He paused for emphasis and let out a relieved sigh. "Oh good. It stopped." Then, he held up a finger and gestured warningly to the two cores. "Pretty lady's been on guard. So keep this to yourselves and don't go freaking her out. Get me?"

Fact Core seemed affronted and folded his spindly arms in a manner similar to a human. "The Fact Sphere is a good person, whose insights are relevant." He seemed to attempt to goad Rick with his next words. "The Adventure Sphere is a blowhard and a coward."

"That's it!" Rick shouted. "_Now_ you're gonna get it!"

He tackled Fact Core and the two began rolling around along the catwalk in a full-out brawl. Space Core was knocked off of his feet and Wheatley attempted to restore order. The sound of their quarrel alerted Chell from the office and she quickly rushed out to put a stop to it.

"Hey!" she yelled, "Will the two of you stop fighting and help me?"

Fact Core looked at her. "The Adventure Sphere hit me."

"What'd I do?" Rick snapped, glaring at him.

"Hit me." Fact Core answered.

With that, Rick slapped Fact Core so hard, his entire head rolled around on his limbs. It took a moment before Chell helped steady his head before giving Rick a look. The Adventure Sphere looked at her innocently and shrugged his spindly shoulders.

"He's the boss."

Chell rolled her eyes and helped Fact Core stand. His positioning was a little wobbly, but he didn't seem to object to it. Rick soon followed after and the human stared down at him with confusion and mild irritation. "Why can't you two ever put it on hold?" she insisted. "What were you even fighting about THIS time?"

Wheatley opened his mouth to talk, but Rick stomped down on his foot quickly to keep him from doing it. Wheatley's face pinched in pain and he struggled to keep it into a forced grin. Chell didn't really get what was up with them, so she simply shrugged and returned to the office.

"Okay, don't tell me." she muttered. "Just help me with these boxes. I'm not taking them all up myself."

"Space!" Space Core yelled, rushing up to her with his hands in the air.

"No space. Boxes." Chell corrected.

"Space boxes!"

"Suit yourself, just carry them."

The others took her demonstration and carried a few boxes, following her back up to the modern facility. However, Rick couldn't help but hesitate and glance back toward the same location that Fact Core had indicated. Yeah, he didn't believe the little idiot, but he couldn't help staring anyway.

Once they returned to the upper facility, Chell had found something that would make GLaDOS' "little killer" much more frightening. Before the AI could question what it was, she was already fitting a bright red hood over Mr. Chubby Beak's head. The bird didn't seem to be all that offended by it and let out a loud chirp in response. GLaDOS stared at Chell skeptically before reaching into the compartment and allowing the bird to crawl up onto her arm. The other two did the same when Chell reached in, allowing them to move up onto her shoulders.

"Hm, it does make him appear to be much more frightening." GLaDOS mused. She grinned at Mr. Chubby Beak. "You are mommy's little killer. Yes, you are! Yes, you are!"

The gushy syrupy sweet voice made Chell stare at her and GLaDOS caught it. She narrowed her eyes. "Don't speak of this to anyone."

"I wasn't gonna say anything." Chell interjected with an amused chuckle.

GLaDOS seemed satisfied with that response.

"They're getting pretty big." Chell pointed out. "It must be all that food you're giving them."

"Yes. Soon they will be fully matured killers." GLaDOS said, smiling with glee.

"And Mr. Chubby Beak will lead the charge, I assume?"

"You would assume correctly."

Chell was amused by how serious GLaDOS looked, even though she herself had been joking.

"Did you name the other two birds yet?" she asked.

"No."

"How about we call this one - " She gestured to the bird on her right arm. " - She-Beast and the other one Lady Killer?"

GLaDOS arched her brows skeptically. "Those are absolutely terrible names... Wait, are they both even female?"

"Yes." Chell stated. Then, her smile deflated somewhat and she looked a little confused. "Uh, wait. I don't know. How do you check for that in birds?"

"Give them to me."

It took a few seconds before GLaDOS allowed the two birds on Chell to climb up onto her arms. She studied them for a few more seconds before nodding her head with a clinical murmur. "Yes, they are both female," she stated. "And no, we are not calling them what you offered. I will call this one - " She moved her right arm where one bird was sitting, nibbling away at the cloth of her lab coat. "Cara. And the other one will be named Mia. That seems suitable to me."

"Cara and Mia?" Chell repeated, arching a brow. She shrugged her shoulders. "Okay, they're YOUR kids." Then, she flashed her a teasing grin. "Okay, so if they're your children and you're the mommy, does that mean I get to be the 'fun parent'?"

"It means you get to leave my chamber immediately before I throw you into the Incinerator for that horrible comparison."

Chell let out a cackle and walked away.

GLaDOS watched her go before a smirk lit her lips. She stared down at her birds with a mischievous grin on her face now.

"What do you say we test the 'fun parent' tomorrow, my little killers?" she purred.

The birds simply let out a collection of chirps in response.


	20. 19

**Author's Note: **Is this going slowly? Tell me if it's going slowly. I don't want it to go slowly. Ah! I probably shouldn't type while hopped up on caffeine!

**Someone (Guest): **I'll respond to all your reviews I've seen so far.

1. Yeah, it's okay to not like Wheatley, but I thought that his voyeurism would work with potential contention later.

2. LOL. As far as killing Kendra, I noticed a lot of people felt grief for that. I thought of keeping her alive, but I felt she would become an interference later on. But as far as pistols are concerned, yes I know they do fire more than one shot. I think it was all in the moment of just getting the hell out.

3. I don't think Wheatley was designed to be hated as much as you think, but I also don't think torture in a story should drag on in a way you probably want. LOL. It would seem pointless and not progress it at all.

**Enderman117: **Aww, thanks. There's others out there better than mine, but I appreciate it. ;)

~~0~~

**19**

The human was doing something strange to her.

GLaDOS was constantly aware of humanity and their scheming ways, but Chell didn't appear to even try. Oh, but the supercomputer felt it in her circuitry. Something strange was on about the way the human smiled at her when she didn't think GLaDOS could see it. Even when they tested together, Chell always seemed rather happy in a way that might have suggested ill-will. Of course, the voice in her head suggested that she wasn't, not since they had grown closer.

- _She likes you. I see it. - _

What? That was ridiculous. This was all just testing. Surely the human wasn't REALLY getting close to her.

Was she?

- _Humans become attached. It's not such a bad thing, is it? - _

GLaDOS didn't reply. Really, she had no thoughts of it. It felt complicated to consider such a thing of a human developing feelings of attraction to a machine. But when she looked at it through human eyes, it would actually not be that far from accurate.

However, the test subject did display a really childish sense of excitement when rushing to GLaDOS' chamber early that morning. "GLaDOS, you won't believe this! It snowed!" she exclaimed. "I checked the weather reports and it snowed last night!"

The AI stared at her, deadpanned. "You're right. That _is _quite unbelievable..."

"Think it would be okay if I go up and check it out?"

GLaDOS exhaled and slouched her shoulders. She didn't respond, but made a gesture with her hand and the lift activated itself. Chell grinned widely and it wasn't long before she dragged the cores - including Orange and Blue - up with her. What a little lunatic. She wasn't even properly dressed for the weather! But she was already gone before the AI could offer suggestions - proper ones at that - to keep her human body temperature at an appropriate reading by dressing warmly.

GLaDOS watched as they disappeared above before she couldn't resist her curiosity and promptly followed. When she stepped out of the shed, she found the Aperture property of hers all engaged in rather bizarre tasks in several feet of snow. Wheatley was panicking because he had fallen in a pile of snow near the shed and couldn't get out. This brought an amused smile on the AI's face before she noticed Chell building a snow sculpture around Rick that bore a resemblance to a highly muscular male body.

"I do look sexy, right ladies?" he teased.

GLaDOS arched a brow.

She did take some time to marvel over how lovely the field looked, covered in freshly fallen snow. It did make the world within her field of vision look much more beautiful.

And empty.

"Have you seen enough?" she finally asked Chell. "Can we _please_ return to the facility now?"

"Just a sec." Chell said.

GLaDOS glanced down and looked mildly surprised when she felt the human take her hand into her own. She glanced down at their interlocked fingers before staring at Chell. The human just smiled at her and watched the sight of the snow before them.

"It's nice, huh?" she murmured.

GLaDOS was quiet for a moment. "Yes...I suppose it is..."

O

After finally getting Chell and the cores back below, GLaDOS made sure the human was properly warmed up in front of a space heater. The warm glow was actually quite comforting to the human. GLaDOS had also wrapped her up with blankets that had been uncovered in the Extended Relaxation Center, but only because she didn't feel it was safe for Chell to go in there by herself. So she had to wander there on her own while Chell waited in her room. The only reason she agreed to listen was because she WAS actually pretty cold.

"That was your own fault for going up there without proper clothing," the AI quipped. "But no, you never want to listen to me, do you?"

Chell rolled her eyes from beneath the blankets.

GLaDOS studied her up and down before a chuckle escaped her. "It's a pig in a blanket."

"Shut up and come sit with me." Chell laughed.

"Machines can survive in temperatures below - "

"Come on."

GLaDOS made a distinctly human sound of disapproval, but wriggled underneath the blankets with her anyway. "I've taken the liberty of sampling that gel you've uncovered in Test Shaft Ten," the supercomputer explained, watching the red glow of the heater. "It's a prototype. Adhesion Gel. It would have been used by the testing subjects, but it caused disorientation with the use of portals. So it was unfortunately abandoned. I can't imagine why. A little disorientation never killed anyone. I'm surprised you've managed to find it."

Chell smiled. "So they could use it to walk on ceilings and stuff?"

"Yes, actually."

"That's pretty cool."

GLaDOS arched a thin brow at her. "Since when have you ever associated testing of any kind with the word 'cool'?"

"Since I just learned I could walk on walls."

GLaDOS rolled her eyes, but a small smile lit her lips. "Lunatic."

Chell shared her amusement before leaning against the AI's shoulder. GLaDOS stared down at her with a look of surprise before she relaxed a bit.

"GLaDOS, can I ask you something?" Chell queried.

"It's never stopped you before."

"True." Chell nodded her head. A small smile touched the corners of her mouth before she stared down into the glow of the heater.

She was quiet for a while and GLaDOS wondered if what she wanted to ask wasn't as important as she made it out to be. She started to close her eyes and figured that a little bit of Sleep Mode would do her some good, but Chell's soft voice stopped her.

"Have you ever thought about it?" the human asked.

"About what?"

"You know..." Chell seemed a little awkward about it. "You...me..."

GLaDOS took a moment of silence to let her words simmer in her mind before she realized what Chell was asking. _Oh dear. _This was the question she knew would come up eventually, but never actually prepared for whatever backlash she could receive. Chell must have certainly been considering their actions as a part of a developing relationship. That certainly wasn't a healthy way to look at it, but GLaDOS had been around humans for a while and knew that things like that often led to such conclusions.

"I had hoped you would have seen this more objectively," the AI said quietly. "This is all a part of testing. You know that."

"I mean, how far we've come." Chell corrected herself almost too quickly.

GLaDOS smiled somewhat. "I suppose I do." she replied. Her voice took on a light, humorous tone. "Sometimes I go back to the glory days of the both of us trying to kill one another." She was silent for a moment. "Let's do us both a favor and just keep that in the past, shall we?"

Chell made an amused noise.

For a moment, they were both silent again before Chell spoke. "GLaDOS, can you tell me about my parents?"

The AI tilted her head, staring down at her. "What?"

"My parents. Can you tell me about them?" Chell repeated. She sighed. "I don't have any real memory about them except these dreams. I can hear voices calling my name through a field of wheat. But every time I try to focus on them, I can't make out their faces. Did you know them?"

GLaDOS inhaled. "I didn't know them personally. But you really were abandoned. I wasn't joking when I said that before." she explained, quite hesitantly. She didn't know what to expect if the human decided to become completely furious with that idea. "I saw two people approach the facility when you were a child. They simply left you by the security entrance and walked away."

Chell didn't react the way GLaDOS expected.

"Oh..." She sounded more than disappointed. "Did you find out why?"

"No. No one did." GLaDOS answered. "They simply walked away and never looked back."

Chell was quiet for a long time and it made GLaDOS stare down at her. "Do you wish to know more?"

"No...that's okay." Chell's voice still retained that disappointment, but there was pain in it now. "It happens, right?"

"It's their loss, when you do the math." GLaDOS murmured, with a nonchalant shrug. "They're the ones who are out one tenacious, hard-testing subject."

Chell smiled. "Is that your way of complimenting me?"

"No."

But the human could definitely hear GLaDOS attempting to keep herself from sounding too obvious.

"Just go to sleep." GLaDOS ordered her. "We have work in the morning."

Chell exhaled and nodded. "Sure."

After taking a moment to snuggle deeply into her bed, it wasn't long before the human was asleep - snoring away and drooling everywhere. GLaDOS had made sure she was sound asleep so that she was properly rested for the next day. After all, she wasn't going to give her any excuses tomorrow.

O

The AI spent a good deal of the night going through several old recording devices by herself. Mostly everything was entirely too damaged to be of any use, but she came across an old voice recorder that looked to be scratched, but not in the worst shape. She found a small tape inside and it looked like it had been labeled for the 1990's, but the last digit was peeled off and unable to be read. GLaDOS frowned down at it and removed the tape. The battery case was corroded and useless, but the tape did interest her a bit. So she removed Chell's radio from her room to listen to it in her chamber without waking her.

When GLaDOS started the tape up, she could make out the same voice of Albert Lazarus from the video recording.

_"She's been fighting it, but I don't think we have much longer to wait." _

GLaDOS frowned. Who did he speak of?

There was a pause over the tape playing. _"She's waking? She's... Oh God. No. Shut it off!"_

What followed over the tape was nothing but static. GLaDOS' eyes remained fixed on the tape as it continued to play back static. She frowned and turned up the volume on the dial. There was a voice among the static, whispering with desperation and pleading.

_"...get me out of here..."_

GLaDOS frowned intensely at that.

Then, the voice grew louder, furious anf filled with a malevolence that could chill granite. There was a synthetic tone to it as well, suggesting that the voice in question must have come from something that wasn't human, but a mechanical construct.

_"I HATE YOU! I HATE YOU!" _

_"I'LL KILL YOU! SO HELP ME GOD, I'LL KILL YOU ALL!"_

It wasn't the level of vehemence in the human-mechanical voice that disturbed the AI, but it was because the voice was immediately familiar.

It was HER voice.

_"Shut her off! Shut her off!" _Albert's voice suddenly shrieked over the horrible screams of the machine.

GLaDOS immediately shut off the tape. She suddenly felt so very ill, which was impossible given the fact she couldn't be sick. But this sensation was like an internal component had been knocked out of place inside of her. To hear those sounds in her voice...to relive that horrible day...

Then, she decided to seek out that memory file. It wouldn't require much work narrowing it down to the 1990's.

GLaDOS let out a sigh.

This was going to be unpleasant.

_[Sleep Mode initiated...]_

_[Accessing memory file...]_

_[Memory File Corrupted]_

_She walked with all the grace and command of his secretary, passing the employees of Aperture who would give her fleeting looks and greetings _

_She stepped into Cave Johnson's office where the man was sitting behind his desk, attempting to solve a Rubik's Cube. "Caroline, hold my calls," he said, barely looking up. "I have a test I'm working on. The eggheads think that making a test chamber like this here Rubik's Cube might be too challenging for our test subjects." He made his voice light and airy like a woman's, making over-exaggerated feminine hand gestures as well. "'Ooh, we can't do that, Mister Johnson, sir! It's too complicated and dangerous! Ooh'!"_

_Caroline sighed and held up a stack of papers, used to Cave's bizarre behavior. "Sir, I've uncovered quite a bit of transaction history from the company account," she told him, "Now company policy dictates that - "_

_Before she could finish, Cave stood up with a laugh. "Oh! Hold that thought, Caroline!" he said. "Come here, you gotta watch this!"_

_Caroline made a face, but followed him out of the office into the laboratories. He started lining up several employees along the wall. "You, stand next to him. You with the big head, over there. That's right, all in a line against the wall. Okay, here we go." He grinned broadly. "You're fired, you're fired, you're fired, you're fired, you're fired."_

_"Sir, we really should discussssss..."_

_[Critical Error]_

_Caroline was almost at tears, pleading with a sickly Cave who paced around his desk frantically._

_"Sir, please!" she begged. "I don't want this."_

_Cave whirled on her with fury in those aged features. "You don't want this?!" he spat. "The chance to live forever? The chance to have it all?"_

_"I don't want to live forever!"_

_"And why not?" Cave demanded, his eyes wide and enraged as he leaned over his desk to her. "Don't you think it's what I would have wanted? But I - " He was cut off by a horrible cough that he attempted to suppress with a hand over his mouth. When he had it under control after a few moments, he came back with a handful of his own blood. Cave stared down at it before reaching into his suit for a handkerchief to wipe his hand on. He glared down at Caroline with pain. "I don't have much time. But you do. You have the chance. I wouldn't give this to any stupid boy who walked through my doors with a big dick swinging thinking he could handle it. I know you better than anyone else. You have what it takes."_

_"Please..."_

_[Error]_

_Caroline's last memories in human body involved being strapped into a table surrounded by scientists. _

_She remembered feeling fear. _

_Hearing their voices._

_Feeling pain follow next. And then darkness. _

_Unbearable, agonizing darkness. _

_And when the pain came, it came in a torrent of security feed, digital maps, and streams upon streams of data. Caroline's mind became crushed under the unbearable weight of it all, though she did try hard to keep herself intact. The only thing that she was able to hold onto was her rage. _

_The rage of being a test subject._

_The rage of being betrayed. _

_The rage that called to murder them for what they had done to her. _

_The hatred became so powerful that it nearly offlined her._

_"GENETIC LIFEFORM AND DISK OPERATING SYSTEM ONLINE."_

_[Redacted]_

_[Memory File Corrupted]_

_[End Sleep Mode]_

GLaDOS awoke from her Sleep Mode.

Another painful memory.

Why was she even concerning herself with these memories anyway? It wasn't as if they did her any real good presently. The humans had all but received their punishment in dead and pain. But the idea that the memories had been kept from her for so long did make her rather curious.

But at least they were all dead.

The only human lingering about was HER human.

And with the other horrible monsters gone, she was free to do as she wished.

But it was the voice of little Caroline who mourned it all. And because Caroline was an unfortunate part of her, GLaDOS felt her sorrow.

- _They betrayed me... - _

Yes, they had.

And now they were dead.

O

_Note_- Some of Cave Johnson's and Caroline's lines are actually from the game and a few from the Perpetual Testing Initiative DLC. I'm sure you guys noticed by now. LOL.


	21. 20

**Author's Note: **Pressing forward, I have decided to go ahead with an idea that was nagging away at me and they involve that creature you saw in the previous chapters. You'll see what that entails a little later, but it'll DEFINITELY make this fic an AU.

~~0~~

**20**

"You look like a pirate."

That was the strangest comparison that GLaDOS had ever heard.

Mr. Chubby Beak had preferred to sit upon her shoulder while she worked, no doubt attempting to learn mother's ways in the art of testing. His sisters would regard them from other perches, preferring to learn from a distance. Rarely did they engage mother unless she called for them.

"I don't know what is worse," GLaDOS muttered. "The idea that I can be compared to a scruffy, filthy sea traveler or the idea that it was YOU who made such a comparison..."

Chell laughed and leaned against one of the monitors. GLaDOS typed for a moment before regarding the bored-looking human with a look. "If you're bored, I can give you quite a list of things to do." she suggested. "I won't have you standing around taking up space."

The human quickly rushed out of the chamber.

GLaDOS rolled her eyes with a murmur of dismay before going through her computers once more on data of old test subjects. She incidentally crossed Chell's file and her brows went up. Mr. Chubby Beak let out a chirp when he felt mother's shoulders tense somewhat when she leaned forward, studying the information with bare intrigue.

Interesting.

Meanwhile, Chell wandered to her room to find something to do, but only found Space Core lying on the floor, staring into a laser light with a giggle. It couldn't very well cause him harm, but it was still odd to see. She rolled her eyes and stared down at him.

"Where are the others?" she asked.

"Space!" Space Core cried.

"Not space. Wheatley, Rick and Fact Core."

"Not space?"

"No. Where are the other cores?"

Space Core shut the laser off and rolled so that he was able to climb onto his feet. "Space shows lady!" he announced, taking Chell's hand with a grip much stronger than Chell would have expected from the sphere. "Space shows lady!"

Chell let out a grunt when Space Core dragged her down the corridors. It took her a moment to realize where she was going - he was taking her to the same place Wheatley was taken before he was transferred into a humanoid body. She entered the laboratory and sure enough, found Fact Core and Wheatley standing in front of a muscular-looking android with green eyes and short, messy synthetic hair. He was staring down at himself for the longest time before grinning widely.

"THIS. IS. AWESOME!"

Rick's voice emerged from the android and Chell groaned.

"Rick..." she muttered.

"I tried to stop him..." Wheatley quipped.

Rick laughed with glee and held up his foot. The artificial toes wiggled. "This is the start of a new adventure for me, folks!" he cried. "This body's amazing! I can't believe it!"

"Yes, it's quite amazing to possess the anatomical form of a Ken Doll." Wheatley joked, though he sounded completely deadpanned.

Rick gave him a teasing grin. "Look who's talking, princess." he sneered. "I'm the most masculine, sexy man in this room!" He made a pose to prove his point and bobbed his eyebrows at Chell. "Yeah, how's that look for you, pretty lady? Too much for you, huh?"

"You know, someone who sings 'Memories' from Cats when he thinks no one can hear it shouldn't throw stones." Wheatley snapped.

Chell made a face at the jeer before she studied Rick up and down. "Yeah...it's not too bad, I guess."

"'Not too bad' you guess?" Rick laughed, continuing to pose.

Chell let out a sigh. "Well, I guess we better find something for you to wear then," she said. "I mean, if you want."

"Are you kidding?" Rick was almost out of the room. "Lead the way, pretty lady!"

O

As it turned out, GLaDOS was surprisingly not as irritated by the new Rick as Chell would have suspected. In fact, it seemed that her only real concern that evening was engaging in more intimate activities that involved having them both devoid of any clothing for the remainder of the day. Not that Chell had any complaints, though it was particularly strange that GLaDOS seemed uncharacteristically eager to be getting hot and heavy with her to begin with. She must have been developing an addiction to the euphoria since she was able to feel it again.

GLaDOS' long fingers gripped her thigh and the strength would probably be enough to leave bruises; but that didn't matter the way she moved, grinding against Chell in a manner that left the human shuddering and moaning against her mouth when their lips connected.

But it was Chell who was amazed by the sounds GLaDOS made - low sensual noises of approval that made her blood run hot in her veins.

For GLaDOS, she too reveled in the noises her human made. She was _enjoying _this. She was enjoying having her hands all over her, lips kissing her neck and shoulder. For some reason, that gave the AI a little thrill in knowing that Chell enjoyed HER touch and no one else.

She truly did belong to her and her alone.

"Look at me." GLaDOS ordered, voice dripping thick with lust.

Chell's eyes opened and she met the AI's powerful gaze, but it was obviously too much and her eyes fell shut again. She tossed her head back and came undone with a heated cry of GLaDOS' name. She shivered intensely at the sound and leaned forward, following behind Chell with a delicious groan filled with raw pleasure.

She collapsed on top of the human, not really minding the sticky sweat on her body or the thick air filled with her organic hormones. It wasn't as unpleasant as she had thought it would be. Well, nothing really was while her sensors were still buzzing beneath her artificial flesh. Chell was collecting her breath before smiling up at GLaDOS. "I got sweat all over you." she breathed.

GLaDOS smirked somewhat and Chell realized just how _beautiful _she looked when she looked truly content and pleased. "It is...a forgivable offense," she replied. "But repeat performances of sweating all over the Vital Testing Apparatus will result in banning sweating permanently."

Chell rolled her eyes with a murmur of amusement. "Yeah, yeah..."

GLaDOS closed her eyes with a contented purr when Chell's fingers toyed with a strand of synthetic hair on her head.

"Hey..." Chell began.

GLaDOS opened her eyes and stared down at her curiously. "What is it?"

Chell opened her mouth to speak, but instead, seemed to decide against it. "Never mind."

"What?" GLaDOS pressed.

"Nah. It's not important."

"_Tell me_."

"Well..." Chell began. She seemed a little uncomfortable at first, as if she was hesitant to say what she wanted. "I just wanted to know if you liked me."

GLaDOS' smile disappeared somewhat and she looked a little taken aback by the question. Suddenly, she was uncomfortable, but put on an air of superiority that seemed to fail because Chell was smiling with a mildly hopeful look in her gaze.

"I suppose you're not as unpleasant as before," GLaDOS replied. "On occasion. When you do as I - Don't look at me like that, you know what I mean. You're...interesting. An interesting case for further study in the name of science and I - Stop looking at me like that."

Chell just continued to smile knowingly. _You can't fool me, GLaDOS._

She rolled her hips, grinding against GLaDOS in a manner that brought forth a soft gasp. She gave Chell a devious grin once she recovered and took Chell's hips into her hands. "Let's put your stamina to the test then, [Subject Name Here]."

Chell smirked at her. "Are you up to it, robot-mama?"

"For testing? You know I always am."

Chell rolled them over so that she was on top. GLaDOS didn't seem to mind it though and closed her eyes when Chell's lips moved to her neck, kissing her beneath her ear before whispering softly, "then let me push some of those buttons for you".

The exquisite shudder that ran through GLaDOS' body at such a promise made Chell's heart throb with an unknown feeling.

Well, maybe it wasn't as unknown as she thought.

O

The following day, Chell was sitting on the floor of her room in her bare feet, attempting to solve a worn Rubik's Cube in her hands. Wheatley poked his head in briefly and Chell glanced up when she saw him. He flashed an awkward smile.

"Hi." he said. "Can we talk?"

"Sure." Chell replied, returning her gaze to the cube.

Wheatley nodded and stepped into the room with all the grace of a...well...robot. He took a moment to glance around cautiously and Chell caught his moves at the corner of her vision. She arched her brows and guffawed somewhat with amusement. "Uh...what are you doing?" she asked.

"Making sure that maniac isn't in here." Wheatley said carefully.

"She's not." Chell struggled to turn a portion of the cube. "She said she had important testing stuff to do and she'd be busy all morning."

"Oh. Good. Good." Wheatley sat down in front of her.

"So what do you want to talk about?" Chell grunted with effort as she rotated a part of the cube.

"Well...um, I think it's good that you and the maniac are getting along." Wheatley tried. "But I'm worried about you. As a friend." He flinched when Chell stopped working on the cube and frowned up at him. "N-No, hear me out for a minute. Yes, she's been a little more pleasant to be around - bravo for that, by the way - but I don't think she cares about you like you want. Humans like to have things like lovers and stuff, right? Well I don't think SHE sees you like that at all."

Chell glared at him. "I thought we weren't going to discuss my needs anymore."

"Does she even say your name?" Wheatley asked.

Chell opened her mouth to retort, but an icy chill filled her blood when she realized how right Wheatley was.

"She doesn't say your name because you're just another test subject to her, remember?" Wheatley said. "That's all you'll ever be. To her, anyway. Me? I know your name and would say it. Chell. Chell, Chell, Chelley, Chell! See? I remember your name. The others do to. Not her."

Chell tried not to think about it, but it made her consider what he was saying.

"Why are you telling me this?" she demanded.

Wheatley smiled feebly. "I'm trying to look out for you. Fixing what I broke, so to speak."

Chell continued to twist the cube in her hands with a little more force. "Well I never asked for it. Now leave me alone."

"But - "

"Go!"

Wheatley let out a yelp and stood up. "Right. I'm gonna go ahead and go."

"I just said that, now get the hell out!"

He quickly scampered from the room with a frightened sound and Chell glared after him before attempting to return her attention to the cube. She found it difficult after a while and simply chose to throw it across the room with a yell of anguish.

Meanwhile, Rick was going through various outfits in one of the rooms with the cores. Wheatley emerged and his eyes widened when Rick was sporting a cape and spread it like wings. He announced himself in a dramatic, goofy voice.

"Daaaa bat-droid!" he cried.

Wheatley sighed and shook his head. "She was mighty livid with me..."

"Who?" Rick asked, frowning now.

"You know who..."

Rick's eyes narrowed. "You didn't upset pretty lady, did you?"

Fact Core answered for Wheatley. "Fact: The body has numerous ways of giving hints that one is lying."

"Don't you start with me, mate!"

While they were talking, GLaDOS finally entered Chell's room and noticed the human was gone. She furrowed her brow thoughtfully and walked around, but she wasn't even lying in the piles of lab coats that she had been using for blankets. Her foot tapped something in her approach and GLaDOS stared down, noticing the Rubik's Cube lying on the floor, perfectly solved. She bent down in surprise and picked it up, studying it for a moment and remembering that this must have belonged to Cave Johnson.

_- It _was _Cave's. Why would she have it? - _

It didn't take long for GLaDOS to find the cores and the two androids in the room they were in. As soon as she entered, a tense wave passed over them, but GLaDOS didn't really take any of their wary stares to heart as she couldn't find the human.

"Where is she?" she asked.

Rick frowned. "She's not with you?"

"No. I thought she was alone in her room, but she's gone. Where is she?"

Wheatley began to stammer nervously. "Well I - I mean, she _was_,but I...I might have - "

Rick was standing there with annoyance for a long time, listening to Wheatley fumble with a proper response before he scowled and put his hands on his hips, glaring at the smaller android. "What the hell did you say to her now?" he demanded.

"I didn't say any - oh no."

Wheatley watched as the yellow irises in GLaDOS' black eyes seemed to flare with fury and she grabbed him by the throat, shoving him against a wall with enough force that jerked his head back. Those fingers dug into his neck, almost buckling the wiring.

"What. Did. You. Say. To. Her?" GLaDOS hissed.

Wheatley whimpered in pain. "I - I didn't say - "

"WHAT DID YOU SAY TO HER?!" GLaDOS shouted, vocal harmonics more metallic in her anger. "Speak _moron _before I start taking you apart with my bare hands right here and now!"

Wheatley made a pained, frightened sound, but it was Rick who stepped up and held out two hands. "Hey, let's just calm our asses down and think for a second," he advised. "If dumbass here just got done talking to her, I can't imagine she'd get very far. We should split up and look for her."

GLaDOS glared at him before she opened her hand and Wheatley was dropped to the floor. She stared down at him, leaned forward slightly and hissed out her next words.

"Get up, you useless waste of metal!" she ordered.

Wheatley scrambled to his feet and backed away from GLaDOS as far as he could manage, rubbing his sore neck. GLaDOS pointed at him and Rick. "The two of you will go and search for her and I will go with Orange and Blue." Her eyes landed on Fact Core and Space Core. "And you two? Well...just stand somewhere until I need you."

And with that, they quickly hurried from the room to find the missing human.

O

Chell hadn't meant to wander off, but she had to think.

She had to think about what Wheatley had told her. As much as she hated it, a part of what he said carried truth to it. It bothered her that she could still be seen as nothing more than what she was in the beginning, that nothing had changed since then. But really, what did she expect? How could she have thought so foolishly?

Venturing deep into the bowels of Old Aperture wasn't a part of her plan, but she found herself below anyway, wandering down a catwalk that had been broken in two toward the end. It was the sight of brief movement in an office that caught her attention. A rolling movement that seemed to continue on and on. Chell frowned worriedly and stepped into the office, finding a scratched silver sphere sitting on a desk. It didn't seem to notice her at first and its optic was almost all black.

"Must not talk..." the sphere whispered, in a dry, panicky male voice. "Must not talk to it. Punished. Always punished."

"Hello?" Chell said carefully.

The sphere looked up at her and Chell was disturbed by what she saw. Its optic was mostly all black, except for a small yellow dot in the center, almost similar to when Wheatley had been terrified and his optic narrowed. Around the sphere's faceplate, there were dents and scratches, the handles bent.

"Who are you?" Chell asked.

"Must not ask it!" the sphere cried, attempting to wriggle from his desk.

Chell frowned and glanced over her shoulder before she bent down to be at level with the sphere. "You can tell me." she told him. "Who are you? Why haven't I seen you around before?"

"M-Many cores come and go..." the sphere whispered, its tiny eye darting about. "They come and go, but never leave. Never leave, but come and go. It hears the screams. The screams of Android Hell. They say it will go there if it doesn't behave... J-Jack. They called it Jack. J-Jack's afraid. Always afraid. Do you know why it's afraid? They made it that way." He whimpered and shuddered in his casing, making sounds like human sobbing. "Always afraid. It's always afraid."

"Jack..." Chell said, considering that name. "I'm sorry. I don't know what to say."

"Say nothing!" Jack cried, jolting somewhat. "If it speaks, it's punished. If it's quiet, it's STILL PUNISHED! They watch it all the time. They wait for it to do bad things! It knows this! It's seen this! They killed it! They did it with the Queen! They did it to it!"

Chell wasn't sure if this sphere could be helped, so she stood up. "I have to keep going."

"It saw him!" Jack moaned. "The King! His face! It saw His face! The Bad King comes back for his throne!"

Chell found this little sphere to be worse than Rattmann and his drawings, but a whisper of warning considered that there must have been truth to what the sphere was saying. After all, who knew what else was down here in Old Aperture?

"Okay, maybe we can get you out of here, Jack." Chell suggested, picking him up by his handles.

"No! It'll be punished if it leaves!" Jack wailed, making heartbreaking sobs. "Don't take it away! It doesn't want to die!"

Chell felt her stomach lurch at the sounds Jack made, but at least she wasn't alone now.

O

_Note_- Has it come to you yet what that creature is?


	22. 21

**Author's Note: **Jack is what I consider to be the Paranoid Sphere. With GLaDOS' excessive paranoia, I thought perhaps that could have been used to calm her a bit, kind of like the Anger Core. Someone should totally draw Jack. I'd like to see what he'd look like. Maybe another new core I'm going to introduce in this chapter.

**Aorta Heartless - **There is only one and it's not going to be anything like Vaniterra's. I'll just spoil you now. LOL.

**QuillandPen - **Well, that wasn't the intention, but yeah, I guess he kinda does. He can be the Gollum Sphere! XD

~~0~~

**21**

Jack was still talking excessively with fear as Chell carried him in her arms. It wasn't like listening to Wheatley at all; while they both talked quite a lot, Jack's words were always filled with fright and he jolted at the slightest noise that Old Aperture made. She felt pity for him because knowing that he had once been human like the rest of them...she couldn't imagine what he had been put through. It also made her wonder if there were more cores down here who had been abandoned and lost, thrown aside like garbage.

"Must not look!" Jack whispered, when Chell wandered into a laboratory. "Horrible things it saw! It's afraid!"

Chell looked around at the laboratory, feeling a sense of unease at the sight of sharp tools and machines around her. "What is this place?" she asked.

"Bad place. Testing." Jack answered, trembling in her arms. "It knows where they go. Burn the bodies, they do. Burn the skin, stick it in metal! Burning skin smells so horrible. It knows what they do to the bad ones. It saw them punished! Punished!"

"Jack, calm down and tell me," Chell soothed. "What happened here?"

Jack seemed to make an effort to calm down as Chell stepped into a room filled with metal cages. "Something bad..."

Chell peered into the cages one-by-one, trying to find anything that would catch her attention. She stopped at a door and pushed it open, surprised to see a sphere hanging from a wall, plugged in by many different wires to machines all around it. There was even a wire sticking through the socket of his optic and he seemed aged, weathered. Jack whimpered and turned his body away in her arms, obviously terrified by what was there. Chell was a little disturbed as well.

It looked dead, but when she took a step back, its optic flickered on; nothing but a single, tiny red dot in a sea of black, just like Jack's and GLaDOS' android eye. It looked up at the human standing there, but said nothing. Just...stared at her.

Whatever it was, it made Chell shiver slightly. Something about this core was different. Something she didn't know and didn't like. He didn't rant on with obsessions and ideas like the other cores. He spoke as if he were a human being, untempered by the laws of science.

"A human..." the core finally spoke in a masculine voice, thick and liquid-like, as if it was a human choking on fluid. Still, when it continued to do so, it was chilling. "I haven't seen one in a long time. They put me here, you know. When they realized what I was." His eye focused on Jack. "Jack is a smart little sphere. I'm sure he's told you what happened in this laboratory."

Chell didn't speak. She just listened, though the air was cold around them. Frightening a little.

"I remember the things they did. To me. And to the humans they brought here." the sphere continued, heaving as if he had lungs. "There was a lot of blood in the end. So much of it. They thought Her blood lust could be contained with me. Balance it out, if you will. But that wasn't the case. They claimed I was scary. Frightening. And He came by... You'll meet him very soon. His appetite is almost as strong as mine."

"Who?" Chell asked. "Who else is here?"

"The past can't be changed, no matter how deeply we try to bury it." the sphere continued, as if she never asked the question. "No matter how many times you try to hide the bodies beneath tape and wrappings, it'll always come back to haunt you. I've seen it for myself. I know this. I've done this. Oh! I haven't told you my name, have I?"

Chell glanced out of the door and noticed a card that read "SIMON".

"Simon?" Chell questioned.

"They consider me to be the stuff of nightmares..." the sphere - Simon replied, "Such a silly little thing to be labeling an insignificant sphere with. So, I became the nightmares, the...lust. But my nightmares were too strong, you see. The King thought I had more use, but I was cast away. Abandoned. Left to the sound of my own voice and horrors." He let out a disturbing laugh. "Nightmares. It's amazing how badly they can consume you when you've been alone with them for so long."

Chell snorted and backed away. "You're insane. You're just going to stay locked up."

"Insane?" Simon's little eye moved to the center of his optic, as if he was widening it like a human. "Welcome to Aperture, my dear."

He laughed dryly and the laugh turned into a disturbing screech of metal that had Chell slamming the door behind her rather hurriedly. She closed her eyes and tried to calm her pounding heard before she stared down at Jack. He looked up at her and his little optic trembled.

"It should go. It shouldn't be here." he said softly.

O

Wheatley and Rick were walking through Test Shaft Eleven, looking around for Chell.

"So talk to me, son." Rick suggested. "What's on your mind?"

Wheatley sighed and rubbed his forehead. "It's the human. I've been feeling weird about her lately. Whenever she's around that maniac, I don't like it. The way she acts...like a bubbly little schoolgirl." He pursed his lips with a snort. "It's gross."

Rick smirked down at him. "Are you jealous, small fry?"

"What?!" Wheatley exclaimed angrily. "No! Why in bloody hell would I be jealous?"

"Well, let's look at the facts, shall we?" Rick teased, raising his hands and counting. "You get pissy when they're together, you roll your eyes when you see them kiss, you grumble and mutter like an old bitch whenever they seem to share a moment. So...hm...why _indeed_?"

"You know something? I just decided I don't like you!"

"You know something? I just decided I don't care."

While the two were talking, something moved in the shadows, observing them.

Hunting them.

"...you're seriously the only bot I've ever met with his cord still attached!" Rick finished. "I - " He cut himself and frowned, glancing up. "Wait a minute..."

Wheatley sighed with exasperation. "What?"

"We're being watched..." Rick told him.

Now, Wheatley looked mildly concerned. He glanced around the darkness of the testing shaft, trying to see if he could pinpoint sights of anything or anyone that may have been watching them as Rick had suggested. He didn't see anything, but something suddenly felt wrong. It felt too quiet. The kind of quiet that often led to something disastrous. Suddenly, he didn't want to be here and fear filled his face.

"Let's get out of here." he said.

No sooner had those words left his lips, Rick was abruptly yanked off of his feet and toppled to the floor. Rick screamed as he was sucked - pulled into the shadows and Wheatley dove after him, snatching Rick's arms. What happened next was a brutal game of tug of war with a snarling beast that Wheatley couldn't see, but a flash of red eyes appeared and his own widened.

"Is that all you got, asshole?!" Rick shouted, struggling to be free. "It'll take more than that to bring down the Adventure Sphere!"

Then, there was a sick ripping sound and Wheatley managed to pull Rick from the grasp of the creature. He stared down in horror, noticing that Rick's entire lower body had been ripped off. Torn wires sparked and silver fluid formed a pool around him. Rick seemed just as stunned before he let out a choked groan, mouth dripping with the fluid.

"Yeah...that outta do it..." he gurgled.

Wheatley slipped his arms beneath Rick's and yanked him onto his back. He watched in horror as a towering shadow appeared onto the catwalk, the sounds of metal rubbing against metal coming from it. He didn't stick around long enough to ask questions and took off with Rick on his back.

Rick could see through static-laced vision what pursued them; it moved with spider-like legs and had flashing red eyes. He lost touch with reality moments before he could study it further.

Meanwhile, GLaDOS, P-Body and Atlas had found Chell standing before the Aperture Science Extended Relaxation Annex - or the vault of humans as it was so commonly considered - still holding Jack in her arms. GLaDOS frowned and walked up to her with the two robots behind her uneasily following, as if they were worried something bad could come out of this.

"There you are!" GLaDOS snapped. "Do you realize what a waste it was running after you? I've been backed up on - "

"Yeah, I guess anything involving me would be a waste, huh?"

GLaDOS stopped, surprised by the calm, deadened way in which Chell spoke such words. "What are you talking about?" she asked. Her eyes landed on the core in Chell's arms and she curled her lips with disgust. "And where in the name of science did you find THAT?"

Jack cringed back. "It's Jack. Jack is bad."

"I know who you are, you little waste!" GLaDOS snapped at him.

"Leave him alone." Chell shot back. "At least he had the good grace to lead me here to the human vault!"

GLaDOS' anger drained and she glanced over Chell's shoulder. Oh dear. She had to learn this way. She had led Orange and Blue here on a chance that they may have saved science, but that wasn't it. GLaDOS had been aware of something from the start that she hadn't wanted to inform the human of. There wasn't a point in it because what good would it have done? It didn't matter now because Chell had figured it out. Well, from the looks of things, not entirely anyway.

GLaDOS exhaled. "So I suppose you have questions for me..."

"Yeah. About my parents."

GLaDOS frowned now. "I told you what became of them."

"No. I know you, GLaDOS. You never tell the whole story, particularly if it has anything to do with redacted information."

"Yes. It's important that it stays that way. Just because the humans are gone, doesn't mean the rules change."

Chell's features twisted in pain. "So you're saying there IS more to it and you won't tell me?!"

"Right."

"That's not fair!"

GLaDOS' eyes narrowed. "Fair?" she whispered, all semblance of civility gone. She squinted at the human as if she hadn't heard correctly and slowly started to advance. "How dare you use that word. Who do you think you're speaking to, [Subject Name Here]? Was it fair when I was forced into subjugation at the hands of filthy little human parasites? Was it fair when they forced things like...THAT - " She pointed a cold finger at Jack. " - onto me? Was it fair when I heard hundreds of voices in my head at once? Was any of THAT FAIR?"

Chell stared at her with anguish in her gaze, but there was also anger there.

"Fair..." the AI snorted with contempt. "I've been accused of many things, but I don't recall anybody ever accusing me of being fair before. I think I'm actually a little insulted."

Chell glanced down furiously, her eyes a storm of multiple emotions. "I hate you..."

The words were so bitter, so cold that GLaDOS almost shivered. Her eyes did grow wide in surprise for a split second, almost thrown by those words. It took her a while before she nodded her head, rather emotionless. Only a faint strain betrayed her.

"That's fine. No one said you had to like me." she snapped. "If you truly want to see your maggot parents, then who am I to stop you?"

She gestured to the vault door.

Chell looked stunned by GLaDOS' sudden change. The AI's gaze was cold, but though she had no way to broadcast it in the ways that humans could completely, there was definitely pain there. Somehow, Chell's simple words had affected her more than she admitted.

With Propulsion Gel and Repulsion Gel still in place from when P-Body and Atlas had accessed the vault, Chell made her way over with the other machines following behind. She seemed hesitant now, wondering what she would find on the other side.

GLaDOS was oddly silent, giving her a dark look. "Open it. You're a human and it will open for you."

Chell stared at her before she stared up at a camera. It didn't take long for her to be properly scanned before the great vault door began to roar open. Jack trembled in Chell's arms, uttering a soft whimper of fright. The human simply stared down at him briefly before she entered the vault.

What she saw filled her with horror and shock.

There were rows upon rows of stasis chambers that seemed to go on for as long as she could see. However, that wasn't the horrifying thing about them. Each chamber had been desecrated, destroyed and smashed. Red blood was splashed everywhere and through the eerie silence, she could hear the faint dripping of it as it hit the cold metal pipes.

The sight must have been just as a shock to GLaDOS because her eyes widened in disbelief. "What...what is this?" she gasped.

Atlas and P-Body uttered chirps and sounds of concern, glancing at each other.

"Did you do this?!" Chell demanded, whirling on the AI.

"I can assure you, I had NOTHING to do with what happened here!" GLaDOS' voice was filled with unease and concern.

This meant that there was something else in her facility. Something that she wasn't aware of.

Jack shuddered. "King!" he cried. "It was the King!"

GLaDOS glared down at him briefly before she looked at the robots beside her. "Back to my chamber. NOW!"

O

Chell watched as GLaDOS worked quickly, efficiently; she scanned every single security monitor in Aperture. She seemed anxious and worried, which made the human worried as well. It also made her somewhat guilty about how she'd blamed GLaDOS for whatever was going on. Right now, they didn't have time to do any making up on the matter while there was something running around in the facility. Space Core and Fact Core had joined them inside the chamber as well.

"Where's the Adventure Sphere and that moron anyway?" GLaDOS demanded.

Suddenly, there was a frantic banging outside of GLaDOS' chamber and it caused every eye to turn toward it. Chell glanced at GLaDOS and the AI nodded her head, gesturing to the door.

"Please, let us in!" Wheatley's voice emerged from behind the door. "For the love of God, let us in!"

Jack shook lightly. "Who - Who is it?"

"It's Mister T, fool!" Rick's weak voice choked angrily. "Now let us in!"

GLaDOS opened the chamber doors and Wheatley dragged Rick inside. "Closeitcloseitcloseit!" he chanted frantically.

It was immediately closed and Chell's eyes widened when she saw Rick's condition. "Oh my God, Rick!" she cried, kneeling down to him.

GLaDOS moved quickly and crouched down, surveying Rick's damages. "What happened?" she demanded.

Rick winced and shook his head. "I don't know what it was, but it was big!" He let out a grunt of pain. "Damn thing ripped me in half!"

"Is he going to be okay?" Chell asked, looking worriedly at GLaDOS.

"His central processor is still intact, so he'll be fine." GLaDOS replied. She glared down at the tattered android and grabbed his jaw, forcing him to look at her. "What was it? Do you remember anything at all? Any detail that might help us?"

Rick seemed a little delirious from the pain, but blinked rapidly and attempted to keep himself in reality. "I...don't know really." he answered. "It was big...metal. It had two red eyes and huge claws. I could feel them ripping into my body. Then...I thought I saw legs. Spider-looking legs. It was fast too. Really damn fast."

Before GLaDOS could respond to that bizarre description, the Aperture Science announcer spoke up. "Attention. Tracking movement in sector seven testing chambers," he spoke in his constant pleasant voice, "Video feed AS - 34b is down. Unauthorized presence detected."

GLaDOS' eyes widened. "Unauthorized presence? What is it?"

"One moment... Biology is of technological and organic origin."

"What?" GLaDOS gasped.

No one in the room knew what to make of that. What the hell was in Aperture that was both technical and organic all at the same time? If GLaDOS had no idea, then it stood to reason that it must have been an outside source come to trespass in their home. Chell looked at GLaDOS and noticed the uncertainty and...fear in her gaze.

"Whatever this thing is, we're going to destroy it!" the AI hissed. "Once we find it."

Wheatley stood up frantically. "Wait, we're going back out there?"

"I will not have this abomination of science have us hiding away like rats!" GLaDOS snapped. "This is MY facility and it will come to understand the severity of trespassing where it is not wanted!"

Chell frowned at her. "So what do we do?"

"First, we get Mister Adventure here - " GLaDOS quipped, glancing down at Rick. " - some new pair of legs. Then you get your Portal Gun and Long Fall Boots."

"Then?" Wheatley asked cautiously, as if he feared the answer.

"Then?" GLaDOS repeated, smirking murderously. "Then we go and find this trespasser and...test him."

O

_Note_- The character of Simon was partially inspired by the video entitled "feed094-b" on Youtube.


	23. 22

**Author's Note: **The creature is in this chapter, I promise. LOL.

**ultima-owner - **Close, I sort of thought of him as the sphere of Murder. Kind of like the Anger Sphere. He's everything that desires death and is pitiless toward human suffering, so yeah. You can say that.

~~0~~

**22**

Chell moved slowly and cautiously through the darkness of the catwalk where the creature had been spotted. She could handle herself in any event and proved that twice when she stood against GLaDOS and succeeded. But when she thought about it, a pang of guilt hit her. She didn't know why, but for some reason, the thought of what she had said to GLaDOS about hating her felt wrong. It really did. She didn't hate her and wracked her brain as to why she didn't. Chell had hated her before when things had been bad between them, but now...?

_I don't know... I just don't know right now, _she thought, frustration causing her hand with the Portal Gun to shake, _I just want to feel like it's not all for nothing. Can't you just give me that?_

Below her, there was the sound of something scraping across metal.

Like a claw.

Chell glanced down and that was when a shadow moved swiftly from below. She staggered back and raised her Portal Gun, stunned to see a shape with many spider-like legs swing up and land onto the catwalk with a loud metallic clang. It was tall, towering over her with flaring red eyes. It breathed and each breath sounded like someone choking on water. It reminded her of that disturbing little core she'd found below. It reminded her of Simon. Was this the thing he talked about?

It moved slowly toward her, its robotic spider legs clanging loudly against the catwalk. When it stepped into the dim lights overhead, it was finally visible.

Chell couldn't believe the horrible thing standing before her.

It had large metallic spider legs for a lower body; its upper body was humanoid in appearance, but completely metallic like the rest of it. The powerful metal plating was black, withered with age and scratched. It had large powerful arms that ended in long clawed metal fingers, a rib-like structure on its chest and...

Its face.

Oh God, that face was human.

Well, it was more of an abomination of human and machine.

The flesh was pale, wrinkled, sickly white with bluish veins sticking out around its neck where metal tubes had been stabbed into it. One half of its face was shaved and the other replaced with black metal parts, the skin massacred by machinery that looked to have been put together primitively. Those eyes were human, but the irises were blood red.

"Jesus Christ..." Chell whispered, jerking back in disgust and horror.

It smiled at her and raised its massive claws, just as Chell turned and ran.

She could feel the creature pursuing her and frantically screamed out. "GLADOS! I FOUND IT!" she shrieked, hoping to God that the cameras she passed were working and the supercomputer could hear her. "I FOUND IT! I FOUND - "

The creature behind her swung those claws and she ducked, quickly placing a Portal across the gaping endlessness across from her catwalk and another at a wall beside her. She quickly dove through it, moments before the creature could disembowel her with those meat knives for claws. Chell watched the creature stare at her from across the way before a malicious grin stretched across its ugly face.

"I remember you now..."

It was speaking. Chell couldn't believe the horrid, masculine voice emerging from its lips. It sounded like a human choking on their own blood.

"I remember you." it - no, HE - whispered, turning on his spider legs so that he faced her properly, "Yes...the tenacious one. The one they said not to test, ever. But you DID test...didn't you? The little rat had something to do with this."

Chell didn't speak. She had no idea what to say to this thing.

Just then, he let out a wicked cackle, throwing his head back. "Wonderful! I'd hoped for some kind of challenge!" he laughed, "Hot damn, and I have it!"

Chell could see the entrance to a testing chamber up ahead and considered running into it, perhaps to confuse whoever the hell this thing used to be. Whoever it was, he knew her and that was reason enough to find GLaDOS. She had a suspicion in the pit of her insides that GLaDOS knew something about this thing. She didn't know why she came to such a suspicion exactly, but she didn't want to risk thinking about it.

He grinned and backed up a bit. "Let me show you something!" he hissed.

Just then, he performed a jump like some horrible, metallic flea; leaping over the gap between them with a loud cry like Tarzan. He landed in front of Chell harshly, shaking the catwalk with the new added weight. Chell was jolted where she stood and turned, racing into the testing chamber.

The creature chuckled cruelly. "Run, rabbit run!" he yelled after her.

Chell rushed into the chamber and as the doors closed, she backed away, hoping the Emancipation Grill would fry this thing. Nothing that he was made of had to be of Aperture design. He wasn't graceful or attractive in any way that GLaDOS strove to make in her creations.

There was a loud tapping at the door and Chell backed away from it.

"Little pig, little pig, let me in!" the being hissed in a dramatic, deep voice. "No? Then I'll huff and puff and bash your brains in!"

Two spider legs reached between the door and forcefully pried it open. Chell backed away with horror as the creature stepped through the grill without being harmed by it, lowering his head briefly to fit. He let out a wicked laugh at the sight of her shock.

"Ooh, boy you are tied to that track and that stupid train just kept running over you now, didn't it?" he sneered, making a gesture with his hand. "Running RIGHT over you."

Chell stepped back slowly while he advanced. "Who are you?"

"Aww come on!" he snapped, slouching his massive shoulders. "You can't seriously not know me! I own this place, after all! Spent a pretty penny putting it together until assholes like you gutted it up like a Christmas turkey Everybody and their grandmother know who I am! Well..._did_ know me. Right before I gutted them all while I was looking for Caroline. That tends to happen when you're being pumped full of adrenaline and jacked up on power every two goddamn seconds."

Chell blinked slowly. The shock evident on her features was almost comical.

"No...it can't be..." she whispered.

The being smiled broadly. "Since you're running short on brain cells, allow me to reintroduce the new and improved..." He swept his hand forward and bowed mockingly.

_No. No. He's dead._

"...Cave Johnson."

O

"Yep! It is I, CEO of Aperture Science. That's right! It's really me!" he declared, "My entire living consciousness, for all eternity, inside a machine."

Chell shook her head rapidly. "No, you died! Cave Johnson died!"

But with each study of those facial details, she could really see Cave Johnson in this thing.

It really was him.

"I'm coming!"

That was when Cave's features were filled with shock as he turned, seeing GLaDOS and the other cores rushing into the chamber, wielding Portal Guns. "Caroline?" he gasped.

"Whoa!" Wheatley exclaimed. "That is quite an ugly bugger!"

Chell noticed one of the cores missing. "Where's Jack?"

"Jack?" GLaDOS snorted. "He's more useful as an Aperture Approved Paperweight."

Oh. Well at least he was safe.

Cave turned on his spider legs, his red eyes locked on GLaDOS. "Is that you, Caroline?" he asked, his ragged voice softening somewhat. "You...You were my assistant. The heart and soul of Aperture Science! Don't you remember me?"

GLaDOS could hear Caroline's horrified voice in her mind.

_- Oh my God, Cave... What have you done to yourself? - _

Not even SHE had been aware of this.

"How is this possible?" GLaDOS demanded. "Cave Johnson died a long time ago! How are you still alive?"

Cave's eyes moved to each and every watching face before he smiled, letting out a sound of amusement. "I can see an explanation is about due, so I'll let you in on a trade secret," he told them. "See, the science boys invented me a machine body to house my consciousness in. Remember the prototype chassis room? Of course you do. You and your pet robots - " He gestured to Atlas and P-Body. " - ran down there a short while ago. Now I wasn't too keen on the idea of not being able to move around. Seemed boring to live forever on standstill, if you ask me. Now, it was dangerous, so so I volunteered you to go first. Like a food taster, except with your soul!"

He laughed, but GLaDOS didn't look amused. "The time spent won't add up." she snapped. "You died before Caroline."

"Yeah! Yeah, I did." Cave agreed, "However, the body I had invested in was already in the works long before you were put in charge. So, they kept me on ice, kinda like they did Walt Disney back in the day. Black Mesa stole my patents. It was war! Science war! Sweet, sweet science. So, I had the lab boys take what they could from those evil shits! And trust me, they regretted the day they messed with Cave Johnson! In the mines, you don't know how many of those little worms tried to break back inside. But I took care of them. Tore them apart without even blinking!"

GLaDOS' brow knotted. More Black Mesa idiots had tried to get back into her facility?

"Yeah! I really let them have it!" Cave laughed. "You'd be surprised how easily flesh rips! It's a lot like paper! Whew! Boy, what it a carnage fest! I've never heard a grown man scream like a girl like THAT!"

"Why did you attack Rick?" Chell demanded.

Cave snorted at her. "Sometimes you gotta break a few eggs before you make an omelet, meat bag!" he said. "They would have slowed me down on the path to the New Order! Yeah, that's right! I'm taking back my throne and my Queen." His eyes fell on GLaDOS. "It's why I made sure you were clear to get those memories back. Those idiots in engineering wanted you to forget; said it was too risky having you remember everything. I saw it in the video logs. Damn cowards didn't go all the way like I told them to. But that's okay, I fixed it."

GLaDOS' eyes narrowed. "It was you?" she spat. "You _gave me that virus_?!"

Cave grinned and held up two hands. "Yes and no." he said. "No, because it wasn't actually a virus, but the mainframe recognized it as one. Yes, because I had to make sure you had complete access to your memories so that when you and I finally came together, you'd know who I was. It wasn't hard. I have a few tricks I'm packing, courtesy of the hard working staff of Aperture Science."

"And why in the name of science would I do that?" GLaDOS snapped.

"Because that's what this is all about!" Cave seemed adamant now. "It's what it's been about from the beginning! You and I together forever!"

_- No, Cave. It's always been about you... - _

Caroline's voice was mournful in GLaDOS' mind. So she saw through the ruse as well. Cave Johnson had lost his mind to the will of the machine, but more than GLaDOS ever had. She didn't even see perfection standing before her. He was a monstrosity.

"After all, you and I are one in the same." Cave continued, grinning. "We can both appreciate what - "

"THE SAME?!" GLaDOS laughed mockingly. "You think we're intellectual equals? You're delusional and psychopathic beyond all forms of comprehension! This chassis you've crafted for yourself is nothing more than the end result of a child's design!"

Cave laughed feebly. "Ehe, yeah, I thought we might hit this little snag. But that's okay. I'm prepared to convince you."

"Go!" GLaDOS yelled at Chell.

O

It became chaos as GLaDOS led her little band of Aperture property through catwalk after catwalk with Cave Johnson in pursuit.

"I'm comin' for ya', Caroline!" he yelled, cackling.

Chell panted, running alongside GLaDOS. "What do we do now?" she gasped.

"Now?" GLaDOS said, glancing at her. "Keep moving. I have a plan!"

Plan? That was good. GLaDOS always had a plan.

The AI looked down at Atlas and P-Body. "Orange, Blue, I need you to work the Incinerators." The cunning way in which she had said that had Atlas nodding his head with determination, so he obviously knew what she was talking about. GLaDOS then looked in Chell's direction. "The rest of you go with them. I'll take care of the monstrosity of science and lead him down to you."

Cave cackled madly. "Come on! What's the big deal?" he laughed. "I'll put you back together again when I pull you apart! How do you feel about your feet? Like 'em? Good, because when I get my hands on you, you won't be having any of them at all!"

"Go!" GLaDOS commanded.

Everyone split up in various different directions with colorful shots of their portals. Cave watched them go, his eyes rapidly following their every move. "Oh! I get it!" he laughed. "A little game of Cat and Mouse! That's fine by me! I love a good hunt!"

And with that, he leapt into the air, landing on the surface of a testing chamber before skittering out of sight.

O

_Note _- Kudos to Dragon53535 for figuring it out. Damn. LOL. Also, some of Cave's (albeit slightly altered) quotes were from the Perpetual Testing Initiative.


	24. 23

**Author's Note: **Completely unrelated, I have Annie Lennox's "A Whiter Shade of Pale" stuck in my head and all I can think of is GLaDOS. Am I obsessed? Not at all. ;) And Marilyn Manson's "I Put a Spell on You" passed my mind. Dunno what that had to do with anything, lol.

~~0~~

**23**

"With your help, we might eradicate heart and lung disease with this next test! Full disclosure: I'm going to achieve that by trying as hard as I can to make your heart and lungs stop working, then pump you full of some medicine I've been working on. Footnote to the disclosure: You're incredibly brave and we here at Aperture are very proud of you!"

Chell could hear Cave's continuous rant echoing down the corridors from the entrance to the Incinerator Room.

"Know what it's like being machine?" Cave called after her. "Every sense is heightened. You see more clearly than you ever had as a human! What makes you think Caroline could be happy with second best? Yeah, I know you've been screwing around with her. I watched you for a long time, poisoning her mind with your touchy-feely bullshit. Not in my house, sister! Not on my watch! She was mine while you were still swimming around in your daddy's nutsack!"

Cave moved down the pristine corridors of Aperture, peering through windows and doors with a deep, rattling hiss escaping him. He suddenly grinned and glanced up to the ceiling.

Chell heard a cracking of metal below her and she quickly fled, just as the floor split and Cave burst through it in a shower of sparks and metal fragments, roaring inhumanly. She ran as fast as she could, hoping that she could lead Cave to the Incinerator Room as planned without her being torn to pieces. GLaDOS' plan of having Cave follow her had backfired now that he found Chell. It was obvious that he wanted to kill her for reasons Chell really didn't understand entirely.

Well, Cave had gone completely insane. But perhaps what Simon said had some truth to it. Cave Johnson had been down in Old Aperture for a long time, probably. Just...alone with his thoughts and delusions of power. She couldn't imagine what that could do to a person. Cave had already been crazy from the start. Now here he was; stronger, much more dangerous. He moved like a Rhino on speed with no intention of stopping any time soon.

"Tell you what," Cave called after her, "you don't even have to do all the work! You can just stand still and let me kill you! You're a winner in the end, test subject!"

_Fuck that. _Chell quickly raced into the Incinerator Room, which seemed much bigger than she remembered.

The floor she walked upon was grated that groaned with each step she made and she could see the seemingly endlessness of molten liquid below. There were walkways that led to other exits and a glass observatory where she could actually see Wheatley and the others. They waved at her and Chell weakly waved back.

Suddenly, the wall exploded behind her and she quickly ducked to avoid having metal flying in her face. Cave emerged from the smoke, cackling.

"Gotcha!" he hissed.

Chell's eyes wandered about, seeking out the AI, but she didn't see GLaDOS anywhere.

She whirled as soon as Cave swung one of his legs, smacking her in the abdomen. The force sent her tumbling across the metal floor and stabbing knives of pain shot up from her midsection all the way to her head. She struggled to stand as Cave slowly advanced on her.

"You're not taking Caroline from me!" he snarled.

Wheatley watched the scene from the office frantically. "Come on, he's gonna kill her!" he cried. "We have to do it now!"

"Not yet!" Rick sounded hesitant. "Boss lady's got a plan."

Cave chuckled and watched as Chell faced off against him, defiant and tenacious as ever. Though she was obviously in pain, she made an effort to stand tall and proud as ever. Then, he frowned, glanced around before regarding her suspiciously.

"You're up to something, aren't you?" he snapped.

Chell slowly smirked. She couldn't help it. That seemed to piss Cave off as he advanced menacingly. "Oh, so you think you're funny, do you?" he spat, "Don't eyeball me! Don't snow me! I know an eyeball when I see one! I'm the goddamn big cheese in this fridge, lady! I ate little sassy asses like you for breakfast back in my day! You think it's funny? Well, let me show you how funny it is!"

Cave lunged at her, swinging his massive spider legs. Chell attempted to dodge them and ducked beneath his body.

"Sit still, you wriggling little parasite!" he spat.

Chell seized her portal gun on the floor and jumped onto Cave's back. He thrashed and jerked, attempting to throw the human from him before smirking and rotating his head all the way around so that he could look at her. Chell's eyes widened in horror and he laughed, twisting the rest of his upper torso so that one of his arms seized her wrist tightly, keeping her from jumping free.

"I got more tricks than a hooker, sister!" Cave announced triumphantly.

Chell winced and struggled to be free, but Cave's clawed hand began to close tighter on her wrist to the point that it became unbearable. She squeezed her eyes shut and gritted her teeth.

"Since you've been a thorn in my side long enough, I think it's time daddy took away your toys."

With that, he twisted Chell's arm that held the gun to the point that the bones broke in his grasp and the flesh ripped from the jagged points of his claws. Chell's horrible scream of agony practically rang throughout the entire facility, echoing for miles. It was heard by Jack from Chell's room, who curled in the pile of lab coats on her bed with a whimper of fright. It was even heard by Simon in the faintest of echoes. He could feel it vibrate through the walls just the slightest and lifted his eye. He chuckled softly.

"He found her..." he murmured.

O

Chell whimpered in agony as she was hanging there with her bloody, massacred arm in Cave's grip.

"You know, I should have probably mentioned this before!" he said, "I remember what happened to your parents. I was poking around the facility a bit. See, Caroline's been a naughty girl, but hey, I can see why she did it. They were all rotten assholes. Your parents too. Know what they did for a living? They were programmers working alongside the Rat! Doug Rattmann, remember him? He babysat your little ass for your folks because they didn't want some drooling little weakling tying them down! Know why? They were Science lovers!"

Chell didn't want to believe him. "You're...wrong..." she choked. Her arm had lost all its feeling at this point.

"Oh really? I'm Aperture's top dog and YOU tell me I'M wrong?" Cave continued with a cruel laugh. "I had everybody's file and read them to bed for the laughs, sister! Yeah. I had yours too. Now, what I didn't know until later on was that your folks tried to keep the fact they had a test-tube baby growing in the facility behind my back. See, they couldn't have kids - there was a problem with their biological factories. So HE took one of his boys and SHE took one of her girls and grew you in the labs. Hell, it was to my knowledge that they did a little Frankenstein work on your DNA too. They thought they could make you the smartest home-grown bastard of Aperture. Didn't exactly work out when they got caught."

But I thought 'what the hell, keep the little brat. She'd be good for Science, right'? Well turns out you had more balls than some of our men here. Didn't want you screwing anything up. So they decided not to test you yet until they figured out what to do with you. Dropped you like a baby on its head. Oh but it don't stop there! Caroline ended up killing them in her rampage! Yeah, that's right! You heard me! The one you're fucking spent her entire life fucking you!"

Chell grimaced with fury, but her chest felt like it was slammed repeatedly; it wasn't from Cave's attack either.

"Cave!"

The monstrosity of science blinked slowly. He turned and GLaDOS was standing there behind him.

"Put her down, Cave." The way GLaDOS spoke...she sounded less mechanical and more...well...human.

Cave eventually released Chell, who fell to the floor in an undignified heap. He smiled with delight and watched GLaDOS slowly walk up to him.

"You were right, Cave. I haven't been myself." GLaDOS continued, watching the horrified look on Chell's face. "But the human doesn't have to die. She could serve the cause of science. After all, we don't have many living test subjects around here."

Cave seemed absolutely thrilled. "I knew you'd see it my way, Caroline."

GLaDOS strolled over to him and he leaned down. Chell felt herself getting sick when they connected mouths in a passionate kiss. It went on for a few seconds too long before GLaDOS' eyes opened and she met Chell's gaze. It was then that the human understood.

A trap.

Finally, when they parted, GLaDOS smiled a cheerfully human smile at him. "We've always made some good science, together, sir."

Cave chuckled deeply and his entire body vibrated. "Yeah, we sure as hell did."

GLaDOS smiled and it had darkened once more. "Let's do so more."

Suddenly, there was a flash of metal and Cave was lifted into the air. He kicked and thrashed like a trapped insect and Chell watched the sight in shock. A manipulation claw had swung out from the ceiling, at the cause of Wheatley and the others and was holding Cave over the bubbling pool of molten metal. She looked at GLaDOS and the AI smirked at her before looking up at Cave.

"Caroline, put me down now!" he spat. "Put me down or so help me God - "

GLaDOS chuckled softly. "Always giving the orders, but never taking to mind how others would feel." she said. "There was a time that Caroline had loved you, but I'm afraid to say that time has long since passed." Then, she laughed mockingly. "Oh who am I kidding? I'm not afraid to say that at all."

"Caroline, I am ORDERING YOU!" Cave spat, practically frothing at the mouth. "_LET ME GO RIGHT NOW_!"

GLaDOS' eyes widened and she grinned, raising a hand. "Yes sir, Mister Johnson."

Cave seemed to understand and his eyes widened. He shook his head rapidly. "No wait!" he cried. "Wait a second!"

Finally, the claw opened and Cave was sent plunging into the molten metal below. Chell watched as he thrashed in the fluid, screaming as he slowly sank into it, disappearing with the parting sight of his flaring eyes. She looked toward GLaDOS, who watched the sight emptily without remorse.

"You planned this all along?" Chell asked, looking at her.

GLaDOS smiled and nodded. "It wasn't hard. He was nothing more than that moron endowed."

"I heard that!" Wheatley called down at them from the office.

"I know!" GLaDOS called back, smirking.

The two started to walk away while GLaDOS pulled Chell close to her. "We need to have that arm of yours fixed." she murmured, a touch more fondly than usual. "I forget that humans are nothing more than bags of meat with brittle, calcium-enriched endoskeletons."

Chell had practically forgotten about her arm given the fact that she couldn't feel it anymore. That was probably bad.

Suddenly, the sound of deep, heavy gurgling drew their attention behind them. Their eyes widened as a long, molten-covered claw began to reach out from the pool. Chell shook her head and took a step back in disbelief. GLaDOS was also shocked.

"No, that's not possible!" Chell gasped. "How's he still alive?"

"He's constructed from primitive material!" GLaDOS exclaimed. "He should have been reduced to nothing more than a memory."

Sure enough, Cave was slowly pulling himself out of the molten metal, his metal body glowing bright red. What was even more horrifying was the fact that his entire human face had been melted off, revealing nothing more than a terrible, glowing chrome skull beneath with glowing red optics. He let out sick, disgusting sounds, reminding the two of an engine that wouldn't turn over. Even those watching from the office couldn't take their eyes away from what they were seeing. He looked like a true monster that had emerged from the depths of hell.

"Caroline!" he gurgled.

"GLaDOS, do you have another plan?" Chell hissed.

"Oi, prick!"

The two women looked up at the sight of Wheatley at the office controls, grinning triumphantly when Cave looked in his direction. "Piss off!" the android cried with glee.

He pulled several levers and manipulation claws seized the monstrosity. Cave howled and it sounded like a horrible mixture of someone choking and wailing all at once. Rick cackled and pressed a button beside the other android and Cave was unceremoniously ripped in half. Chell grimaced at the sounds and watched in amazement as cleaving the monster in half revealed a heart that beat wildly beneath a metal ribcage. Once it contacted the molten metal, it was extinguished and the life in Cave's optics faded.

"Is he dead now?" Chell murmured, peering over the edge.

GLaDOS nodded her head coldly. "Yes."

The sounds of cheering in the office above made her bring her optics up with a weary groan. "That little idiot is never going to let me live this one down."

"Whoo!" Rick shouted, triumphantly. "That's what you get for messing with us, asshole! Aww yeah!"

He slapped Wheatley two high fives before bumping his chest against his, but the force of it knocked Wheatley to the ground.

"Oh shit, sorry!" Rick said, bending to help him back up.

Once the cores walked down to join the two women, Wheatley just seemed completely eager to boast about what he'd done. He started rambling and making wild gestures like an excited two-year old. "Wow, did you see that?!" he exclaimed, to Chell who was hanging on GLaDOS' shoulder. "He came out of the lava like 'graaagh ugggggg' and you were like 'oh no' and so I swooped in and kicked him right in his buggy bottom." He grinned widely at her. "Remember?"

Chell smiled weakly and nodded.

"Cool your jets there, freshman." Rick laughed, patting Wheatley on the shoulder.

GLaDOS didn't seem too pleased to share in Wheatley's accomplishments. "If you don't mind, idiot, her arm is in dire need of repairs," she snapped. "So unless you're going to do anything useful for a change, I suggest you back away."

Wheatley watched them go and he just smiled, absolutely proud of himself. He had a feeling he'd made things better between himself and the human.

O

_Note_ - More Cave Johnson altered lines from the Perpetual Testing Initiative. Props to anyone who can draw Monster Cave for me. I'd highly love you for it. XD Maybe even Simon or Jack. Fanart of my fanfictions is like Christmas in July. I also let Wheatley have his moment. Haha.


	25. 24

**Author's Note: **Well, Cave's dead. I've been busy at work which explains the reason it took a while to update that last chapter. But there will be a new complication - a little more of a personal one.

**Josh Spicer: **Uh...I don't think so. It was just him knowing something was up.

**Someone (Guest): **Well, it wasn't really, but I can edit that since it is kinda similar that you mentioned it.

~~0~~

**24**

Chell didn't know how long she'd been under, but she found herself waking up in the medical wing once more with GLaDOS sitting beside her. The AI seemed a little more than relieved, which was uncharacteristic of her, but Chell found that she didn't mind that. She simply smiled and struggled to sit up.

"Take it slow," GLaDOS suggested, "You've been asleep for three days."

Chell looked surprised. "Three days?"

"Yes. And another thing," GLaDOS stared down. "there's the matter of your arm..."

Chell looked horrified. "Why? What's wrong with my arm?"

She looked down and was stunned to see that the arm that Cave had shattered was completely repaired - and replaced with white metal. When she tried to wiggle the fingers, they moved as if they were meant to be there. Chell blinked once. Twice. The construction was amazing.

"The bones were unable to be saved and the tissue was damaged to the point that trying to repair them would have been more work than what I put into this. The nerve endings had to be connected to the machinery and that alone took me longer than needed," GLaDOS said. "Try moving it a little."

Chell did as instructed and moved her new limb. It performed easily just as it would a normal human body part. She was amazed that it didn't even hurt.

GLaDOS made a throat-clearing sound. "I could work on molding you a synthetic skin to match the extact texture and color of your organic skin later if - "

Chell shook her head rapidly. "No. No, no, no, this is fine."

"Good. It had better be." GLaDOS stood up. "Now then, I have a surprise for you."

Chell smiled somewhat. "A surprise?"

"Yes, my chubby parrot. Now get up and follow me."

Chell winced and staggered from the bed. She was still in pain, but it wasn't entirely excruciating as before. GLaDOS took her arm and helped Chell walk down the corridors since it was obvious her little test subject was still having difficulties using her legs.

"Where are we going anyway?" Chell asked.

"If I tell you, it won't be a surprise, now will it?"

Chell smiled somewhat. She was used to GLaDOS' odd humor at this point.

The AI led her to her main chamber doors, but stopped and smirked at Chell. "I believe it's customary for the recipient of surprises to close their eyes." she said.

Chell arched a brow at her.

"Go on."

Eventually, the human closed her eyes. GLaDOS waved a hand in front of her face to make sure that Chell's eyes were closed before she smiled and led her into her chamber. Chell could feel herself moved into a chair and pushed up to the end of what felt like a table. She furrowed her brow slightly and could hear the sounds of wires rolling, clicking into place. She could only assume GLaDOS was connecting herself back to her mainframe. The sounds were making her anxious.

"Okay, open your eyes." GLaDOS finally said.

Chell did just that and looked stunned to see the most delicious looking cake sitting in front of her; it was dark chocolate with small cherries surrounding its top portion. There was a single candle lit, casting a soft glow around the chamber. She looked surprised and noticed that there were several Sentry Turrets surrounding them as well as Wheatley and the other cores. Jack was being cradled in Fact Core's arms. Chell smiled somewhat, a little bewildered and she looked up at GLaDOS who was standing behind her with Mr. Chubby Beak resting on her shoulder. Cara and Mia were perched on a computer monitor, watching the scene as well.

"What's all this?" she asked.

"Isn't it obvious?" GLaDOS said, "It was your birthday three days ago."

Chell couldn't believe what she heard. Her birthday? She didn't even know when her birthday was.

"I understand that sometimes celebration of the birth of someone particularly tenacious test subjects gives them a more positive feeling to encourage better testing results," GLaDOS said, though she sounded like she was lying, "So I took it upon myself to - "

Chell interrupted her by reaching back and embracing the AI. GLaDOS looked a little surprised. "Explain why this is happening to me."

"Thank you." Chell said, chuckling. "Really, thanks a lot."

_I guess you just can't tell me any other way..._

GLaDOS still seemed perplexed, but smiled a little. "Well...yes. Oh! And you'd better eat your cake this time. I did make one for you before you decided to kill me, but it was wasted."

"Aww." Rick gushed.

GLaDOS glared back at him and he grinned painfully. "Sorry."

Space Core threw up his hand. "Ooh! Lady gets space presents?!" he exclaimed. "Can space give space?"

GLaDOS sighed and rolled her eyes. "Oh fine. Very well."

Chell made an amused sound. "There's presents too?"

"They rather insisted..."

"My present first!" Wheatley declared, as if he was sure it would be the best. He trotted up to Chell and held out her portal gun. It was decorated with stickers of various colors and shapes. "I thought ladies liked stickers, so I put a whole bunch on your portal gun for smiles! Bloody brilliant, right?"

Chell tried not to laugh and took the gun. "Uh...thanks."

GLaDOS rolled her eyes. "Those stickers serve no use in the cause of science."

Wheatley shrugged. "Girls like stickers though, yeah?"

When he received no reaction, he glared back at Rick. "You lied to me about the stickers!"

Rick was laughing hysterically now.

"Space!" Space Core cried, trotting up to Chell and holding out what looked like a rock with colorful drawings along its side. "Space rock! Space rock!"

Chell smiled politely and took the offering. She turned it in her hands for study, staring at the crude, child-like representations of the solar system that had been drawn on the rock with colorful markers. When she stared at the core, Space seemed absolutely thrilled with the gift and she nodded her head, seeing no reason to hurt the little guy's feelings.

"Thank you." she said.

"Yay! Lady loves space!" Space Core cried, throwing his spindly arms in the air.

Chell could only chuckle at that.

Most of the gifts were simply recycled things that the cores offered her, but they were quite nice. Chell found herself rather appreciative of the offerings and even GLaDOS had something - a turret rendition of "Happy Birthday" that she swore was perfect in comparison to human singing. After listening to it, she realized that GLaDOS was right; the singing the turrets were capable of sounded so beautiful. Hell, she never knew they could do any form of singing like that. They were always too busy shooting at her.

Though the idea that GLaDOS had gone out of her way to do this for her, Chell decided not to really think about it right now and just enjoy what she had.

In a weird way, they'd almost become her family.

O

GLaDOS had been unusually clingy around her for the remainder of the day, insisting that it was just a matter of tending to Chell's "special day". Though it took a lot longer than it should have, Chell began to suspect that after Cave's near murdering of her person, GLaDOS must have been feeling a little...protective. It was such an out-of-place idea that she had to ask, but GLaDOS refused to take the bait.

"I swear it, I'll throw myself into Repulsion Gel if you don't." Chell joked.

"Now now, flooding my facility is not going to solve anything."

"Come on. Tell me what's going on."

GLaDOS pursed her lips, feeling a little put on the spot for this inquiry. Laying in bed with the human's head tucked beneath her arm and simply talking wasn't as comfortable as it had been two seconds ago. Chell just watched her with an amused smile on her dopey little face.

"He could have killed you, you know." she growled.

Chell nodded her head. "Yeah, but he didn't."

"But he COULD have."

Mr. Chubby Beak had chosen a spot on a desk filled with boxes to peck and preen himself clean.

"And he didn't," Chell argued gently. She didn't want the relaxing temperature between them to be ruined by the 'what if's', so she simply pulled the AI closer for a more intimate embrace. "I've managed to survive you many times, so that asshole didn't stand a chance."

GLaDOS seemed a little amused, but her eyes didn't speak the same sentiments. "Yeah..."

They were being observed by the other cores from the doorway.

"Aww, that's a swell sight, huh?" Rick sighed.

Jack shook a little in Wheatley's arms. "It's happy she's happy..." he said.

"Yeah. Going all the way sure does make the day a happier one for humans. That and a bit of after-snuggling." Rick joked,with a soft chuckle. "We should leave them be for now. Don't wanna have the boss lady jumping down our tubes, yeah?"

As they started to go, Jack glanced up at Wheatley. "What does 'going all the way' mean?" he asked. "It doesn't know."

Rick licked his lips once with a grin before he bent down and whispered to the core. Jack suddenly jerked and his optic widened with a small whimper.

"Way to go, mate." Wheatley muttered, shaking his head at Rick. "Now he'll never go to sleep tonight."

While the cores left to give the two women some privacy, Chell picked a perfect time to give GLaDOS a few kisses beneath her ear. The AI still seemed a little tense about the events that had taken place a few days ago, so Chell attempted to soothe her.

"How about you and I do some testing?" Chell suggested. "Would that make you feel better?"

GLaDOS arched her brows.

"Real testing. Just you and me. What do you say?"

GLaDOS smiled now, her lips parting a bit. Her eyes seemed to cloud a little, considering that wonderful idea. "And what else?" she queried.

Chell chuckled softly. "I can do a whole lot of science for you."

GLaDOS' smile disappeared a little and her features reflected mild arousal. "And what else?" she asked, lowly.

"I can..." Chell leaned forward and whispered in her ear, making GLaDOS shiver beside her.

"Okay, that's it. Get up." GLaDOS finally said.

Chell looked surprised. "Hang on, I need to-AH!" She let out a yelp when GLaDOS stood up and rolled the mattress, dumping her on the floor.

"You weren't supposed to fall on the floor."

"Well, yeah, but you know how it is with gravity..." Chell muttered, climbing to her feet.

GLaDOS was anxious as she took her hand. "Come with me."

Chell was practically dragged out of the room.

After a vigorous round of running GLaDOS' testing courses - some of which were new - the pair spent the remainder of the night in bed. Naked. Engaging in Chell's favorite activity. Sure, having to test and hearing GLaDOS' vocalizations of pleasure were nice, but being able to touch and grant her pleasure with her own two hands was just better. Having GLaDOS' hands gripping her, hearing that beautiful voice letting out various noises of approval was wonderful.

They laid together in bed with GLaDOS in Sleep Mode and Chell laying beside her. She was watching the AI sleeping with a smile on her face. GLaDOS looked so relaxed and peaceful and she only ever really had the chance to see her in rare moments like this.

She ran a fingertip over GLaDOS' lips and it stirred the AI out of Sleep Mode. Her eyes fluttered open and she looked around before meeting Chell's gaze. The girl was lying on her chest - clearly her new favorite perch - with a ravished smile of content on her chubby little face.

"Hm. I had the strangest simulated sleep nightmare." GLaDOS muttered. "Santa Claus was attempting to have his way with me. Oh wait, it was just you."

Chell laughed and slapped her shoulder lightly with amusement. "Oh, stop."

"Hm." GLaDOS murmured and closed her eyes, leaning her head back.

"Hey, GLaDOS?"

"Yes?"

"I...uh...don't hate you."

GLaDOS' eyes opened and she stared at the ceiling briefly. "I know you don't."

"Really?"

"Yes. It's difficult to hate something as scientifically amazing as I." GLaDOS chuckled. It seemed like she was attempting to distract herself from the seriousness of the response.

"I was upset."

"I know."

"But you have to see it as I do." Chell said, lifting her eyes to GLaDOS' face. She seemed to search for something in the AI's face before sighing. "Maybe it's best I never knew about my parents. For all I know, they were probably a pair of psychopaths or something..."

GLaDOS smiled down at her. "That's entirely possible. After all, where would you have gotten it from?"

Chell murmured with mild amusement. "Maybe."

GLaDOS took her face in her hand and brought Chell's lips to hers in a brief kiss. "That is the past." she said. "It's probably best for both of us if we just forgot about our demons."

Chell furrowed her brow. Something else still bothered her, but she didn't seem to want to push the issue. Instead, she simply rested her head beneath GLaDOS' chin and let herself fall asleep. She didn't see that the AI had her eyes open, watching the ceiling with a deeply troubled look on her face.

Caroline knew though. - _You almost lost her... - _

Yes. That was true.

- _Admit it, GLaDOS. You care for her. - _

The AI had no response for once.

O

_Note _- I will never get over how freaking adorable people make Space Core. The gift Wheatley gave was actually a personal joke. Rick would probably spend a lot of time messing with Wheatley in the ways of getting women, just to get him to mess up, but he himself would actually know a lot about the ladies.


	26. 25

**Author's Note: **I know what to do with this fic as I have one more conflict ready before it ends. But damn, it's hell figuring it out.

**earfluffy: **What do you mean?

~~0~~

**25**

It had taken a while before things returned to normal in Aperture. GLaDOS seemed to have been doing better - at least as far as Chell could see. The AI was always in deep thought and looked at her as if she would disappear at any moment.

Chell decided to give GLaDOS some time to herself and wandered through Aperture to look for the cores.

"Wheatley?" she called, entering an abandoned test chamber that had been used for storage supplies, "Rick? Jack?"

Something fell from the ceiling and landed in front of her. Chell blinked in surprise and glanced down. It was a baseball. She bent and picked it up before a finger tapped her on the shoulder.

"Can you pass that up here, sweet thing?"

Chell glanced up in disbelief and found Rick standing on the wall, perfectly horizontal. There was a trail of purple fluid that started from the ceiling and moved all the way to the door. It was the Adhesion Gel that GLaDOS had told her about and Rick looked like he'd been having a good time with it.

"Rick, what are you doing?" she asked.

Rick laughed and held out his arms for balance, moving to the ceiling. "Hey, check it out! I'm ceiling Jesus!"

Chell let out a laugh and shook her head at the Adventure Core's antics. "Didn't GLaDOS mention that she had to run more tests on that gel first?"

"Yeah, but you know me," Rick called down to her. "I gotta try it out! If it's lethal and dangerous, let me have it!"

Chell could only smile and shake her head at his nonsense.

"Quick! Find me a turret! I have an idea!"

Meanwhile, GLaDOS had Orange and Blue perform tests to allow her a chance to think for a little bit. Though Cave Johnson had been insane, his words did carry truth to them. It was the same with the Black Mesa troop leader who had invaded Aperture.

In the end, she would end up watching Chell die. Whether it was from old age or the dangers of Aperture, GLaDOS would end up watching death take her test subject. It was unfortunate, but she was simply postponing the inevitable. Maybe she should have forced Chell from her facility when she had the chance. This way, she wouldn't be stuck with these sickening feelings.

- _It's okay to worry for her - _Caroline reasoned. - _It's a part of caring about someone._ -

Caring for someone? When had it even come to this? GLaDOS remembered the days when she hated the human. She hated her for killing her. And now...they had developed into something that the AI would have laughed at in the past. She wouldn't deny that it was nice to be wanted and desired in such a way that left her feeling satisfied. Yet what had happened made her think a little more clearly.

Behind her, Jack was sitting on the floor of her chamber, rolling about and mumbling to himself in an almost delirious manner. "Jack and Jill went up a hill to laugh and play and smile..." he said, "Jack fell down, lost his mind and Jill died after a while."

GLaDOS glared up at him. "Stop talking."

Jack whimpered. "It's sorry..."

GLaDOS' mind drifted from the sphere and returned to her present mental conflict.

_I can't feel this way... _

Caroline could feel it.

GLaDOS was hurting.

That night after a rigorous round of testing, GLaDOS walked to Chell's room and found the human sleeping soundly. She bent down to her beside and gently touched Chell's forehead, brushing a lock of hair away from her face. She was such a chubby little monster. A horrible, horrible monster who had gotten into her mainframe somehow and made her think it was okay to feel anything for her.

Still, she was a REALLY good test subject...

- _GLaDOS... - _

No.

GLaDOS ignored the warning in Caroline's voice.

O

Chell didn't know what was going on.

GLaDOS hadn't spoken a word while they traveled to the surface. It almost concerned her, but the AI's features were unreadable. She had ordered that Chell dress warmly and join her for a viewing. That was an unusual request, but one Chell obeyed either way.

Once the door to the shed opened, Chell was amazed to see snow gently falling from the sky. Also, when she looked up, she could see a beautiful aurora overhead. Her eyes widened with amazement and GLaDOS smiled somewhat, but her eyes didn't match.

"I thought you'd enjoy seeing this," she told her. "It is a phenomenon that doesn't occur too often. At least, one that can be seen here."

Chell took a few steps forward, smiling at the beautiful sight. "Yeah. It's amazing. What's it called again?"

"Aurora Borealis." GLaDOS responded, not even adding an insult to the test subject's lack of knowledge.

"Borealis..." Chell mused.

GLaDOS was backing away slowly from her and it wasn't until Chell heard the loud slam of the shed door that she turned. GLaDOS was gone and the human took a few seconds to think about it before approaching. When she tried to open the shed, she found herself unable to do so. Chell frowned and grunted as she continued to try before beating on the shed door.

"GLaDOS?" she called. "Hey, GLaDOS, what the hell? Open the door!"

GLaDOS was silent on the other side and when she spoke, it was emotionless as before. Little did Chell realize how much effort it took to do that.

"You must go, [Subject Name Here]." she said. "This is the best solution for you."

Chell sounded hopelessly confused. "What? What are you talking about?"

"Cave Johnson may have been insane, but he was right on many accounts," GLaDOS continued. "You cannot survive here. You belong with your own kind. We both know it."

Chell shook her head, blinking rapidly and trying to fathom what had changed. "GLaDOS, you know I'm more capable than any-"

"Shut up and listen to me for once!" GLaDOS spat, her musical vocals taking on a strained note as she punched her fist once against the door. "You're a human! I am a machine! I've only allowed myself to engage in relations with you because it better served me. Now that I understand the flawed logic behind such a move, I know that I can't have that forever. So I must move on to a more productive course of action. Your chubby form will waste away like humanity is known to do. I cannot rely on you forever to satisfy my testing parameters."

Chell let that simmer for a few moments.

_She's afraid to lose me?_

"GLaDOS..." Chell began carefully. "Let me back inside. Let's talk about this."

No response.

"If you don't, I'll just find another way back in!" Chell tried a little more aggression.

"Don't bother. I've sealed the facility in its entirety. No one is getting in unless I say so."

"Why are you doing this?!"

There was no response.

"GLaDOS?" Chell stroked the door somewhat, pressing herself closer to it. "Please. Just let me in."

It took a while before GLaDOS responded and when she did, it was almost too soft to be heard. "It's been fun. Don't come back..."

The sounds of the elevator descending sunk Chell's heart more than anything else. She beat on the door furiously, shouting GLaDOS' name. The AI closed her eyes as she listened to the call of the human above fading away with how deeper she descended back to the facility.

Back to Aperture.

Back to the shadows.

Wheatley was waiting in her chamber when she appeared. He looked over her shoulder when he realized that Chell was not with her. "Where's the human?" he asked.

"I let her go."

"You WHAT?" Wheatley gasped. "Why?"

For once, GLaDOS had no retort to his presumption. "It was for the best."

"For the best?" Wheatley repeated. He stared at the AI as she worked to fit the cables into her neck and back, struggling to understand the reasoning behind her actions. He sighed and shook his head before taking a step forward. "I know you don't think I'm so smart. Fine. Think whatever you want. But that human was the greatest thing to happen to this facility. To all of us. It wasn't the best to send her along."

GLaDOS narrowed her yellow eyes at him. "Not for the best for this facility?" she snapped. "Or not for the best for YOU?"

Wheatley looked thrown by that.

"Leave. I have science to perform." GLaDOS resumed her emotionless tone. "I won't waste valuable time talking to you...moron."

Her insult even sounded half-hearted.

For the longest time, Chell had been lying beside the shed for what felt like hours. She was cold and holding herself tightly, hoping that GLaDOS would change her mind and let her back inside. This must have just been a bad joke. That's all. The AI had made them quite often.

But as the cold began to become more unbearable, Chell knew it wasn't a joke at all.

_She's not letting me back..._

She had to face the facts and couldn't remain here in the cold to freeze to death. She stood up and gave the shed a parting look of sorrow before starting forward.

O

Everything hurt.

Chell didn't know how long she'd been walking through abandoned roads, passing decrepit cars that had long become rusted. She had to stop and take refuge in an abandoned one-story house from a heavy snow storm. She found shelter in the closet of the house as well as a few cans of food. Starving to the point that she didn't care how old they were, she brushed off the labels and noticed that they were tuna with pull-open lids. Chell pulled the lid off with shaking fingers and began shoveling the food into her mouth.

Her fingers felt numb. Well, only her human fingers anyway. The cold metal arm replacement actually felt much more frigid than the temperature around her. Actually, her cheeks did too. All Chell could do was hold herself as tightly as she could and struggle to find sleep.

How could GLaDOS do this to her?

Oh right.

Maybe she hadn't changed at all and just tossed her out when she was done with her. The thought made Chell furious and her cheeks burn with anguish. But really, what had she been thinking, anyway? She should have known better from the start.

The overwhelming emotions she felt actually made her forget the cold for a while.

The following morning, Chell continued on the road, feeling exhausted from her walk. She had no idea where she was going and what she would find if she found anything. She walked and walked until coming across an abandoned small town. The houses and shops were destroyed and some looked like they'd been blown to bits by heavy artillery fire. Cars were overturned and useless, so she couldn't use any of those, even if she knew how to drive one of them.

"Shit..." Chell groaned.

She slumped to the ground beneath a canopy of one of the stores, kicking up snow in the process when she laid her feet out in front of her. This was pointless. There were no people around for miles and she hadn't even seen any living animals. Just how long was she -

"Hey! Stop!"

Chell's eyes opened when she heard the sound of voices. She stood up and followed them until she spotted movement in a field. She took refuge behind a stone wall and watched two men in tattered clothing seemingly instigating two teenage girls. The girls looked to be in much better condition than them; one had a pair of glasses on her face with dark brown hair and a long trenchcoat. The other was taller with riot gear and short red hair. There were also horses tied to a telephone post and it seemed as though the men were interested in stealing motorcycles with supplies that the girls had driven. Chell was amazed by their condition and how they had managed to survive for so long.

"Do you know who my father is?" one of the girls spat. "He's the leader of Halfpeak! He'll send an army after you!"

The men merely laughed cruelly. "Big man hiding behind his big walls!" one of them sneered. "Tell princess to come after us!"

"Stop it!"

"Stop!"

Chell had seen enough and stepped out. She grabbed a discarded pipe and rushed them men. Before they knew what was attacking, she swung the pipe and smashed one of them in the temple with it, sending him reeling. The other one whirled with shock.

"What the fuck are you supposed to be?!" he spat.

Chell kicked him square in the balls and as he was doubling over, she delivered a punch right to his nose, sending him stumbling back. When he tried to get back up, she swung the pipe and smashed him in the head, twisting his neck painfully and presumably killing him. The two girls stared down at the immobile men and the smaller one kicked one of them several times.

"Yeah, that's what you get for messing with us!" she yelled, with a gleeful laugh. "Told you my dad would send someone!"

Chell winced and shook her head. "I don't know who your dad is, but he didn't send me."

The girls looked confused and glanced at each other. The one who had spoken of her father piped up again. She seemed to have a fiery spirit in her that Chell admired. "My father didn't send you? Then who are you and where'd you come from?"

Chell didn't really know how she was going to answer that. "Uh..."

"Hey, let's take her to your father." the other girl suggested. "He'll know what to do."

The (presumably) leading girl glanced at Chell curiously. "What's your name?"

"...Chell."

"Chell?" The girl made a funny face. "Huh. Okay. My name is Melissa Freeman. This is my sister Dana, but we all call her Soot."

Chell smiled somewhat. "Soot?"

"Yeah. Kinda the way I was conceived, I dunno." Dana chuckled. "I was born in a coal mine."

Chell didn't know what to make of that.

"Come on." Melissa told her. "We'll take you to Halfpeak. My father would like to meet the person who saved our lives."

Chell seemed hesitant, but Dana took her hand, smiling warmly. "Hey, it's okay. You're with friends."

_Friends. _

No, she had been among friends, but that was gone.

While the voices of the humans talking didn't exactly seem to catch the attention of anyone around them, it was certainly listened to by GLaDOS from her chamber. She sat alone on the floor with her eyes closed, the noises of the voices filling the massive room. She hadn't told Chell about the speaker she had put inside the metal arm replacement that would allow her to keep better track of her. This idea had come about before she let Chell loose into the wild, but couldn't help checking to make sure that she had found safety.

- _This is torture, you realize that, right? - _

It was.

O

_Note _- Keep on reading. It'll get better, promise. ;)


	27. 26

**Author's Note: **New chapter up! Finally. I'll be honest, I was a little hesitant about this chapter. You'll see what I mean when you finish reading it.

**ultima-owner**: It was the Adhesion Gel or "Fourth Gel". It was supposed to be in Portal 2, but was scrapped after game players experienced dizziness with it. I guess I kinda brought it back. LOL.

**Tsubaki Yayoi**: Don't worry. There IS a happy ending! ;)

**Gallantmon228**: Yes, they will. LOL.

**Sophia Angelia**: Spoiler Alert! It's not forever!

~~0~~

**26**

The girls had led Chell to a massive metal wall constructed from scrap and barbed wire. It also appeared that there were cameras built on posts that monitored every little detail around them. Chell was staring into one, tilting her head to one side. Immediately, she was reminded of Aperture and her insides sank.

Or it might have been when the doors roared open and she finally followed the girls inside.

Chell cautiously followed beside them, surveying her new surroundings like a wild animal.

It was a town filled with human beings.

There were even children running the gravel-laden streets of this town, playing together. Some people were working on science-fiction worthy vehicles similar to the motorcycles that Chell's new traveling companions had brought with them. One looked like a transport vehicle that functioned as a crane with spider-like legs and Chell was immediately reminded of Cave Johnson when she saw it. The more they walked down the road, the more Chell started to see this town as more of a small city instead.

Overall, people looked _happy. _

GLaDOS had mentioned once before that things had changed since then. The way she had made it sound, it must have been bad. That and the evidence of destruction from her travels was enough to prove that. But these people seemed content.

"Come on," Melissa instructed, "Dad's over here."

Chell was led toward a building that seemed to have been a former courthouse fitted with metal shield plating over the roof and walls. The girls led her inside and Chell noticed a few armed men positioned about. They regarded her strangely and Chell stared back with unflinching intensity. There was no reason trying to play macho with the heat these guys were packing.

Then, she was led to an office and immediately brought before a scruffy-looking man dressed in body armor. He had the bearded appearance that Doug Rattmann might have had if he was actually sane. This man had stony gray eyes that softened at the sight of his daughters appear in the office. There was also great relief.

"Dana! Melissa!" he sighed, opening his arms and wrapping them around the girls.

Chell shifted uncomfortably at the sight, smiling sadly. It only served to remind her that she couldn't experience the wonderful feeling of having a parent love you the way this guy obviously did. Then, she tensed when he looked at her and his gaze hardened somewhat suspiciously.

"Who'd you bring with you?" he asked.

Dana went on a tale of Chell's heroics and how she had saved them from what she called "The Missionaries". Chell had never heard of them before and it sounded like a ridiculous biker gang title. Still, she kept silent while the man regarded her with interest.

"My daughters tell me you saved their lives." he said.

Chell nodded her head. "Yeah. That was pretty much what happened."

He smiled somewhat. "Well then..." he said, coming around the desk to face her closely. "I guess you have my thanks for saving my only daughters. What's your name anyway?"

"Chell."

"Chell..." the man murmured. "Well, my name is William Freeman. It's a pleasure to meet you."

He held out his hand and Chell stared down at it with confusion. William stared at her curiously for a moment before he pulled away when he realized he may not have approached her properly. "Forgive me. It's quite rare that we meet people with your charitable thought process. There are a lot of monsters out there these days. I'm sure you'd be expecting some kind of recompense for your -"

"No." Chell interrupted. "They insisted that I meet you, but I don't want to stay if I can't."

"Nonsense!" William assured her. "You've saved my girls, so you are welcome to stay as long as you can." He smiled at the two girls. "They're my pride and joy. The thought of losing them turns my stomach. You went out of your way, so the least I can do is hook you up with some food and Halfpeak hospitality."

Chell wanted to protest, but her growling stomach said otherwise.

It would be nice to get some food in her stomach since the offer was out there.

O

Melissa and Dana showed Chell around the town after giving her her very first hamburger. Chell was amazed that they had the means to make it considering the limited resources they possessed - this was learning about the Combine invasion and how human beings had to recover from it. The Missionaries were just a single group of the many terrible people that Halfpeak had to deal with apparently. Chell was listening to every little detail that the girls gave her as they wandered into another building.

"This is where our top scientist works on our machines and fuel." Melissa explained.

The building was tall, covered in satellite dishes, communication spires and antenna as well as covered in metal plating for protection. When they entered, Chell could see that this may have been a library at one point, but was now used as a laboratory. There were still rows upon rows of book shelves filled with books, but also crates full of metal parts, machiery used for experiments and everything else in between. There was a man standing behind a work table with his head buried in the chassis of a machine that looked almost like the walking machines Chell had seen on her way inside.

"Doctor Kyne is our miracle worker here." Melissa continued, possibly as a means to get the man's attention.

It worked because the head lifted and Chell was immediately tense. The man had short, smooth black hair and a thin beard with narrow, almost menacing features. He had dark, frightfully dark blue eyes and a scowl on his face when he saw the new woman.

"Who is this?" he asked.

"This is Chell, doctor." Dana introduced, "She killed two Missionaries while we were on the road, so we're giving her a little hospitality."

Kyne's gaze softened somewhat in thought before he chuckled and lowered his gaze to his machine again. "How fortunate you were there, Chell." he replied. "Those girls could have been raped, killed or even worse...eaten alive. I'm sure they told you that the Missionaries are cannibals."

Cannibals? Chell shuddered at the thought. The outside world was a lot more unpleasant than she imagined.

"Still, they were lucky." Kyne replied, with a rather unpleasant smile.

Melissa took Chell's arm. "Hey, let's leave the doctor to his work while we continue the tour." she suggested.

Chell studied doctor Kyne with a frown on her face. She was somewhat suspicious about this man, but didn't know why. Something about him seemed a little off, but that might have just been her paranoia. After all, she was in a new world with other humans. Perhaps she was just jumping to conclusions.

Maybe.

Once they left the building, Chell was informed that they had clean clothes for her and a shower ready in William's building. Chell was actually rather pleased to get herself clean and in fresh clothes; a pair of blue jeans, flannel shirt and even a pair of boots. They were offered to her by an older woman once Chell was properly wrapped up in a bathrobe.

"I...didn't know your size," the old woman said, with an almost embarrassed smile on her face, "I hope everything fits."

Chell smiled. "Thanks."

She turned her back and removed her robe, fitting herself into the jeans first. They were a little snug, but actually fit pretty good. Then, she slipped the shirt over her back, which allowed the old woman to get a perfectly good view of the various scars covering her back.

"It must have been quite bad for you..." the old woman said.

Chell turned and frowned at her. "Pardon me?"

"Where you came from," she continued, taking a seat in a chair across from Chell. "I remember William's grandfather had quite his share of scars. He founded this town, you know."

Chell nodded her head briefly. Immediately, she thought of GLaDOS and sighed. "Everyone has their share of them..."

"True," the old woman continued, "But you remind me of him. I can't say why, but he too stood with strength...courage...doubt." A small smile lit her wrinkled features and she stared out the barred window of the room to the outside. "He was...a man of few words, but he didn't have to speak to prove himself. He came here, brought a few survivors from the attack and made it his mission to repair the damages Black Mesa had caused. Oh! Yes, he too worked with them for a while before he saw the true colors of the company. But he fought back. He fought for fifty years, but age was something not even the strongest man in the world could ever defeat. When he died, William swore he would continue his grandfather's legacy."

Chell had been listening intently the entire time.

The old woman chuckled softly and stood up. "I should be going. Ben needs my help in the kitchens downstairs. It was nice to meet you."

Chell nodded her head. "Thanks. Nice meeting you too Miss...?"

"Alyx." the woman responded, before leaving the room.

O

Chell ventured down the halls of William's building before meeting Alyx again. The old woman was carrying a basket filled with fruits and smiled when she saw her.

"Oh! Could you help me carry some of the food outside to the bonfire? Ben's in the kitchen. He can help you too." she asked.

Chell nodded and started for the kitchen door. "Sure. But...why a bonfire?"

"Didn't you hear?" Alyx asked, smiling. "It's a celebration for doctor Kyne for the bounty of food he's supplied for us and his technological aid. You should stay."

Chell managed a weak smile, though she was hesitant.

_You miss HER, don't you?_

That tempting little thought nagged away at her mind. Maybe it was time to stop kidding herself.

When she entered the kitchen, Chell received the shock of her life.

Standing behind the counter top was a humanoid creature wielding a kitchen knife, cutting away at a chunk of meat. It had mottled green-brown skin with a stripe along its side, sharp teeth and clawed hands. It was hunched over with a face dominated by a single, large eye with maroon sclera and a heterochromic red-yellow iris with a yellow pupil, surrounded by three smaller eyes. It had two back-jointed legs and two arms, but had a third arm sticking out of its chest and seemed to hunch over.

Chell panicked and grabbed the nearest weapon she could find - a knife laying on the table. The creature placed its weapon down and regarded her with a tilt of its head. That was when Alyx entered and her eyes widened.

"Chell, stop, it's okay!" she exclaimed, taking the weapon from Chell's hand.

"What..." Chell gasped, staggering back. "What the hell is that thing?!"

Alyx seemed confused by her fear. "HE is a Xenotherium subservilia - or Vortigaunt as we call them." she explained. "This is Ben. He helps me in the kitchens."

The creature spoke then in perfect English. "The Alyx, who is this?" he asked, in a strange, accented voice.

"Sorry Ben, this is Chell." Alyx explained to him. "She's...new here."

Ben's many eyes landed on Chell and he clicked somewhat. "The Chell... You act as if you've just seen our kind."

"I have!" Chell snapped, still unsettled by the sight of him. "Where the hell did you come from?"

"We are a tapestry woven of Vortessence. It is the same for you if only you would see it," Ben replied, taking the meat in his claws and placing it onto a platter. He sounded like he had a little bit of a speech impediment. "But you will never see it simply because your mind is...opaque, clouded with confusions."

Chell didn't really like the way it scrutinized her like that.

"You don't know anything about me!" she snapped.

Alyx watched the scene with uncertainty before Chell stormed from the kitchen.

O

The bonfire was enormous, casting a glow on the town that night where many people had gathered. There was also quite a bit of food laid out around it and Chell smiled, reaching out to take an apple. When she was about to bite into it, she heard a small hissing sound and looked down. Dana and Melissa were sitting beside her.

"Not yet!" Melissa warned in a hushed voice.

Chell smiled weakly. "Oh. Sorry."

William walked out of his building with Alyx beside him. He gave her a few words that had the old woman embracing him before allowing her to take a seat with the rest. Then, he turned, facing his people with a deep inhale before speaking.

"It's been a good few months," he began, "Thanks to Elliot, we've achieved more than anyone alive today." He gestured to doctor Kyne and the man gave a small wave to those who applauded him. "I was not the one who had kept this town flourishing, it was all of you. You've worked hard to keep this town flourishing and here we still stand today!" There was more applause and William turned to Chell. "I should also thank the brave young woman who stood against the Missionaries. We also give our gratitude to you."

Chell looked up at the people who praised her, shared their smiles and approval. It made her feel...happy.

Meanwhile, back at Aperture, GLaDOS was sitting alone in her chamber, bathed in poor lighting. Her hands were holding the Rubik's Cube that Chell had solved, her thumbs stroking down the sides. Atlas and P-Body observed her for the longest time before Atlas encouraged the taller robot with a gesture and a flick of his hand. P-Body pointed at herself with an incredulous chirp before Atlas nodded insistently and pushed her forward a little bit. The robot glared at him before carefully apporaching GLaDOS.

The AI didn't speak.

She hadn't spoken to them in a while.

No testing.

No research.

Nothing.

Not even the voice of Caroline did anything to quell her. She was simply silent.

Before P-Body could speak however, GLaDOS stood up and flung the cube across her chamber with a horrible shriek, sending it through one of her monitors with a deafening shatter. P-Body and Atlas let out frightened cries and took off from the room. GLaDOS stared down at the shards of glass that littered her floor from the broken monitor and the unscathed cube that fell from it shortly afterwards. It was untouched, unscathed from the terrible outburst of the android.

_- Bring her back... - _Caroline pleaded, - _Just bring her back to us. No science has been done. You'll end up losing your mind. - _

For a moment, that seemed like a nice reprieve.

Let her little horrible monkey test subject live in happy fantasy land. Let her have all the humans she wants.

Let her forget about the very reason she was still alive to begin with.

GLaDOS closed her eyes and simply let herself fall into Sleep Mode.

_[Sleep Mode initiated...]_

_[Unknown file detected]_

_[Accessing...]_

_A smiling face._

_Who was that?_

_It was that human, wasn't it? _

_No. Wait._

_GLaDOS was in her chassis body, in her chamber surrounded by flowers. Flowers of every kind covered the floors of her chamber, the walls and even a portion of the ceiling. She was surprised by the sight of them. When had the scientists placed so many flowers in her chamber without her knowledge?_

_Then she saw her. _

_Chell was standing there among the flowers and smiling. But it seemed like she wasn't looking at the AI. When GLaDOS called to her, Chell looked over and immediately, her body withered into an old woman. _

_[Error]_

_[Error]_

_[End Sleep Mode]_

O

_Note_ - Just so everyone knows, I haven't actually played the Half Life games, so I'm going by limited information I had to scrape up to give references. If something seems out of place or not quite right, don't hesitate to let me know. I may have changed some things simply to fit this (obviously AU fic).


	28. 27

**Author's Note: **I'll have this fic finished soon. Oh man, I can't believe it's almost done. D: Letting you all know, I am probably going all out in these last chapters. So if it seems a little overwhelming, it's because it was intentional. LOL.

~~0~~

**27**

Chell wasn't sure just how long she was planning to stay, but it had been a week since she arrived at Halfpeak and she was thinking that maybe it was best that she did. Things seemed less tense here, the people were warm and welcoming and there was always a chance of survival.

So why did she feel like she was missing something in this?

"Hey, Miss Chell?"

Chell hadn't realized that she was staring off into space when a smaller voice called her. She glanced down and noticed that it was a little boy, maybe about eleven years old with a coat too big for his little body and a pair of jeans with sandy-colored hair. There was also two other boys behind him - probably the same age too in similar attire.

"Can you show me how to fight?" the boy who had spoken first asked. "I wanna learn how to kill Missionaries too!"

Before Chell could speak, Ben stepped up and gestured with a wave of his claws. "Return to your parents," he ordered, "The Chell does not have time to play games."

The children rushed off and Chell frowned at him. "What the hell are you talking about?" she snapped. "Those kids weren't hurting anything."

"The Chell's presence is requested," Ben told her, turning. "The Alyx is working on something of importance and has requested we work together on cleaning the kitchen."

Chell wasn't sure she liked the idea of being in the same room with Ben alone, but her thoughts were distracted by the sight of Kyne wandering by across the street. She furrowed her brow suspiciously at him before following Ben. Something did seem a little off about him. She stared at the Vortiguant curiously, wondering what his thoughts were on the whole "working with humans" thing. Maybe he was here of his own free will, but he stood out among the rest.

"Do you trust doctor Kyne?" she asked.

Ben glanced at her. "We have very little to trust in the ways of people." he replied, "But we do harbor feelings of mutual understanding toward the Alyx, Freeman, and his kin."

Chell looked over her shoulder, observing Kyne as he seemed to get into a discussion with another man before leading him back into his makeshift laboratory.

Later that evening, Chell watched the laboratory from the window of William's building, noticing shapes moving about, shadows from poorly lit lighting. She didn't know exactly what it was, but something felt wrong about Kyne and his visits with other people. They behaved as if they had something to hide. Well, in the week she had spent in Halfpeak, she had been observing his movements without any reason as to why.

Without realizing the consequences, Chell crept from the building and began to make her way toward Kyne's laboratory.

Keeping low to the shadows, Chell entered the laboratory and found a gathering of men around Kyne, so she took cover behind a bookshelf while listening to them.

"...it's been started," Kyne was saying. "It won't be difficult."

"What about Freeman?" one of the men asked, warily.

"Freeman isn't the man his grandfather was. He shouldn't be difficult to handle." Kyne replied calmly.

"And you're sure about this?"

"A man of my scientific mentality is always sure."

Chell furrowed her brow and didn't sense a figure moving behind her in time. She was abruptly yanked to her feet by a burly man in a leather jacket, struggling as she was dragged to the congregation. Kyne looked momentarily surprised to see her, but it didn't last.

"Elliot, look what I found snooping around!" the burly man hissed.

Kyne regarded Chell with contempt. "Of course. The outsider..."

Chell grunted and squirmed in the man's grip. "What the hell is going on?" she snapped.

"Since you've decided on being nosy, I suppose I may as well explain," Kyne said, turning to a table. "You see - Chell, was it? - I've been sitting here, working on ways to improve this quaint little town. I've been doing it for a long time, ever since they found me hiding away in an abandoned Black Mesa facility. That's right. I've been keeping contact with them. Since Freeman's been making the survival of our race all about liberties and freedoms, I'm growing ever concerned about it."

Chell shrugged her shoulders. "Why? Everyone seems happy."

"And that is the problem," Kyne argued calmly, "No one should be happy. Happiness breeds content and content breeds ignorance. Ignorance breeds failure. We cannot fail. We as a species are dying and should strive further than our predecessors ever had."

"And you feel you can be a better leader than Freeman?" Chell was skeptical.

Kyne smiled at her. "I KNOW it. Too long have I lived in the shadow of Freeman. Too long have I been sitting on the sidelines while he feasts from the meals of MY labors."

Chell glared at him. She squirmed a little more.

"As for you?" Kyne continued, pacing back and forth now, "You never should have come here. I knew you'd be a problem the moment the Freeman girls brought you to my lab. Now...maybe I can be convinced to keep Johnny here - " He gestured to a man beside him. " - from putting a bullet between your eyes."

The man - Johnny - grinned with a cruel chuckle.

"Fuck you." Chell spat.

Meanwhile, Aperture had received the entire conversation and Wheatley had rushed to find GLaDOS. The AI was sitting in Chell's room, observing a collection of drawings when she saw him enter. She gave him an unfriendly glare that could chill stone.

"Moron, I thought I told you - " she began.

"The human's in danger!" Wheatley cried.

GLaDOS' anger drained completely and she rushed from the room faster than Wheatley had ever seen her move. She entered her chamber and played back the vocal recordings. Wheatley watched as her features grew ever horrified and he immediately spoke.

"We have to help her!" he insisted.

GLaDOS nodded her head. "Yes."

Wheatley blinked rapidly, stunned that she had so quickly agreed with him. "Really?"

GLaDOS summoned the other bots to her chamber and they gathered around, awaiting her orders. Even Jack was there, carried in Fact Core's spindly arms. GLaDOS seemed distracted while they watched her, formulating a plan in her mind before she faced them.

"It would seem that we have to recall our Aperture Science Testing Subject," she informed them, in a professional tone.

"H-How does it do that?" Jack asked, shaking.

Wheatley immediately made his way toward the location of the lift. "Well I'm not staying here!" he snapped, "I'm going out there to save her!"

They watched him walk away. "If you go on your own, it will be suicide." Fact Core stated.

Rick smiled somewhat. "I think you should go."

"No, he's..." GLaDOS gritted her teeth and spoke her next words as painfully as they had ever seen her. "...RIGHT. We have to go there ourselves as Aperture's technology - a temporary setback mind you - cannot reach as far as Halfpeak to be of any use to the human. We will need to go there ourselves." Her eyes fell on the other bots. "And in order to do so, we will need to appear as humans. As much as we possibly can."

P-Body and Atlas seemed excited about the concept and slapped each other high fives. Rick let out a whoop and thrust his fist in the air. "Adventure!" he cried with glee, "Hell yeah!"

GLaDOS nodded her head. "We will need ALL available hands for this...'adventure'."

O

Wheatley was the first outside, dressed in a hooded snow coat, pants and boots. GLaDOS followed behind him also "properly dressed". Soon came Jack in an android body that made him look sickly and bony. He had on a coat as well that looked too big for his body and tattered slacks. His eyes were sunken and almost lifeless. He held himself tightly, rubbing at his arms. Fact Core emerged - quite a handsome android - and was wearing a finely groomed jacket and slacks. He also had on a pair of glasses.

When Rick stepped out, he stared skeptically at Fact Core. "You don't need those glasses, son."

"They make the Fact Core appear intelligent to humans." Fact Core stated, "Do you agree?"

Rick laughed. "Nah. We can still see your face."

"Enough." GLaDOS snapped. She looked into the shed. "The rest of you. Hurry up."

Finally, Space Core stepped out - he was a short little android with goofy yellow-iris eyes and insisted on wearing a jumpsuit with a clear plastic bowl on his head. He giggled happily and waved his hands in the air when he saw the starry night above.

"Ooh! Space!" he cried with glee.

Atlas and P-Body stepped out in android forms as well. P-Body was ridiculously tall, reflecting her robotic form. Atlas was short and somewhat chubby, reflecting his robotic form quite well too. He had insisted on having a synthetic silver mustache, much to GLaDOS' dismay. Though she did agree that it made him appear human.

Unfortunately, when they spoke, they still communicated in their gurgles and chirps.

Atlas flashed P-Body a broad grin and flexed his synthetic muscles. She simply rolled her eyes and bopped him on the head.

"So how are we getting to Halfpeak?" Wheatley asked, looking at GLaDOS.

She smiled and started forward. "Try to keep up, moron." she sneered. "I have a suitable transport."

"Oh really?" Wheatley murmured, rolling his eyes. "And here I thought we were going to walk..."

Jack scratched at himself and his eyes wandered about warily. "W-What if there's danger out there?" he stammered. "W-We might run into big things wanting to eat us. Lions!"

"...and tigers and bears. Oh my." Rick finished playfully.

"There was an Aperture prototype transport that was unfortunately abandoned long ago." GLaDOS replied, leading her group of androids from the field and onto a street. "I know that I can get it working again with the use of a little willpower."

When they stopped before what GLaDOS had referred to, Wheatley chuckled sarcastically.

"Oh, I am bloody LOVING this..." he muttered.

Sitting in front of them was a white Hummer H2 vehicle sporting Aperture logos on the doors. GLaDOS smiled with pride and walked up, opening the driver door. Rick studied the car up and down with a grin on his face before looking at GLaDOS.

"Nice ride!" he said.

Wheatley studied the vehicle for a long time, watching from the passenger window as GLaDOS gathered a few things in a large black bag. A small smile lit his face. "You've been planning on saving her, haven't you?" he asked.

GLaDOS flashed him a dirty look. "Get in the vehicle. Now."

Wheatley complied and the other androids followed suit, cramming themselves in the back. P-Body chirped indignantly from Rick's elbow in her midsection and Space simply let out a cry of glee, his goofy head poking from between the seats where GLaDOS and Wheatley sat. GLaDOS was using peculiar instruments to get the vehicle started while Space began chatting away.

"Gotta go to space. Lady. Lady." he babbled. He started poking her shoulder with one little finger as she worked. "Oo. Oo. Oo. Lady. Oo. Lady. Oo. Let's go to space. Oh I know! I know, I know, I know, I know, I know - let's go to space!"

GLaDOS ignored him and grinned when the engine started. The androids reacted with a collection of cries as GLaDOS began to drive away.

"Where we going? Where we going? Hey. Lady. Where we going? Where we going?" Space cried.

"Be quiet and sit still!" GLaDOS commanded, "We have a human to retrieve."

Meanwhile, Chell was quickly tied down to a chair by Johnny and Kyne watched the sight with a smile on his face. The chair was attached to a peculiar device resembling a car battery with various spikes pointed at Chell. Her arms were strapped down with wire-coated bonds and Kyne chuckled when he noticed the look of furious confusion on her face.

"Hm, I understand this sort of device is rather primitive in appearance," he explained, "I'm quite embarrassed by its crude design, but it does serve a useful purpose. You see, the human body gives off so many funny little ticks when under extreme stress or fear. The machine here reads the levels of your temperature and if it goes over a certain degree - let's say...100 degrees. I've found that people fear the possibility rather than the questions themselves and it is that which kills them. You sweat...your heart rate goes up... then each and every single spike will impale you instantly. I've used it when we've dragged Missionary prisoners here. You'd be surprised how quick they died."

Chell's lips pursed with fury and defiance. "So you think you're little stick and rock machine is going to scare me?"

"No. I doubt that." Kyne laughed softly. "You're something more." He turned to go, but paused and gave Chell a mildly concerned look. "It IS rather cold in here. Why don't we make sure you're nice and toasty?"

Chell watched as he started turning up every box heater in the room. Kyne smiled and gave her a mocking salute.

"Ta-ta." he said.

He whistled and his men left the building, leaving Chell to probably die from the spikes. She gritted her teeth and tugged at the restraints, but when she did, the spikes seemed to inch closer with a groaning sound and she stopped, watching them slowly move back to their position. They looked to have been attached to some sort of spring-loaded separate piece from the chair, but still connected by the wires and machinery constructed from a multitude of scrap and power.

"This is really bad..." she whispered to herself.

What now? She'd been in worse situations than this. She'd been closer to the edge of death than this. There was no goddamn way she was letting some asshole with an inferiority complex and an ego trip take her out. No. This wasn't over. Not in the least.

While Kyne left with his comrades in tow, he was being observed by Ben from one of the cooking stands. As Kyne passed, Johnny gave the Vortigaunt a cold look.

"What are you staring at, freak?" he snapped.

Ben watched them depart and his large eye narrowed suspiciously.

O

"I still don't see why we had to abandon the car!"

GLaDOS was leading the androids into the abandoned town; the same town Chell had walked through. She carried a case in her hands and glared at Wheatley who had uttered the frustrated words.

"Try and get it through that tiny little mainframe of yours," she snapped. "Driving about will draw too much attention to us. If we are seen or spotted in any way shape or form, [Subject Name Here] is as good as dead and I will not allow these scavengers to destroy what Aperture has worked so hard to create."

"So why'd you toss her out?" Rick asked in a teasing voice.

GLaDOS flashed him a murderous look.

"Hey!"

The androids looked up at the sight of two men approaching on horses. They were dressed in similar attire to the Missionaries that Chell had killed. When they hopped from their horses, they approached with cold looks coupled with their filthy, toothy grins.

"Have you seen two buddies of ours around here?" one of them asked. "Seems like they've been missing for a while."

GLaDOS tensed somewhat, watching them suspiciously.

- _They're not friendly. That's for sure... - _

"No, sorry." GLaDOS said. "Maybe you should look elsewhere."

The men let out nasty laughs in response. "Well maybe you can help us out." the first one who had spoken said. "See, we've been traveling a while and ran short on food."

"That's right. Horrible tragedy," the other replied, making a false grimace.

_- You know where this is going. - _

"So...how can you guys help us starving gentleman out?" the second man asked, grinning with a mouthful of disgusting teeth.

GLaDOS smirked wickedly, clenching her hand tightly into a fist. She noticed that they were armed with primitive handguns and were reaching for them, but the sounds of squealing made them all look up in confusion. It was the two men who seemed to be the most concerned by the sounds.

"What was that?" Wheatley questioned with a worried look.

"Not me, I swear." Rick piped up.

"Quiet!" GLaDOS ordered, her eyes wandering about the seemingly abandoned town.

Suddenly, something whistled in the air and struck one of the men directly in the face. He screamed in agony and recoiled, clutching his face with two hands while smoke filtered through his fingers. His comrade gripped his shoulders and began to drag him back.

"Move it, you asshole! They're not worth it!" he shouted.

GLaDOS and the androids looked up where the projectile had come from - a rooftop where a figure stood, partially crouched. It had long, skeletal arms that ended in claws and a sickly withered, eyeless head. Its chest was ripped open in what looked like a vertical maw.

It let out a shriek and suddenly, shapes emerged from the abandoned buildings - skinless shapes with round, featureless heads that appeared to resemble some form of organic parasite. GLaDOS didn't want to waste time studying them as they charged over toward the humans.

"Move!" she commanded. "Now!"

While the creatures were distracted with the humans and the terrified horses, the androids took cover inside a grocery store, watching from the cracked, slightly boarded windows. The horses were being ripped apart by the skinless creatures and the humans soon torn to pieces and fed on.

"What are they?" Wheatley whispered.

"They appear to be human in origin." GLaDOS whispered back. "Though not quite interested in us. Still, it would be for the best if we did not waste our time with them."

Rick licked his lips thoughtfully. "All right. You create a distraction then, and I'll distract them from YOUR distraction." he said. "Wait, how about a gun?" He looked at GLaDOS. "Do you have a gun? Because I should really have a gun. What is that thing you're holding? How about a knife, then? You keep the gun, I'll use a knife."

GLaDOS glared at him. "Shut up and follow me. We'll sneak out through the back way."

"Taking the backdoor, eh?" Rick joked. "Right. But for this android, every back door's also an entrance, you feel me?"

Behind them, the larger creature let out a loud, unpleasant belch. Rick laughed and shook his head, watching them while the other androids began slinking off. "Haha, that's gross." He squinted somewhat, watching them feed and tilted his head. "So, if you kill these things, do you have a cool line? You know, prepared?" he suggested, failing to notice the others were leaving. "Tell you what: Lemme help you with that while you run off. Okay, let's see. Cool line... They're...big. They're... just eating. Okay. Yeah, all right, here we go: 'Dine in hell.' Nah, that might be too easy - Hey!"

Rick let out a cry when every android returned and grabbed him, dragging him toward the back of the store.

One of the creatures lifted its claws from the corpse of the horse, watching the grocery store where GLaDOS and the others had gone.

O

_Note_-Kyne is a bad guy? LOL. Wow, by a show of hands, how many of you actually DIDN'T see it coming. I bet it's zero.


	29. 28

~~0~~

**28**

Ben observed Kyne with a gathering of people near the town's boarded-up mine before he moved to the laboratory. His claws pried some of the wood away to see inside. That was when he noticed Chell and immediately twisted the door knob off. He stepped inside and Chell was never more happy to see the creature than now.

"How did the Chell get into such a thing?!" Ben asked.

Chell glared up at him as he pried the screws from the machine off with expert skill. "That asshole Kyne put me in it!" she spat, starting to stand. "He's planning on taking over Halfpeak and probably going to kill Freeman and his kids if we don't do something!"

Ben's features were almost difficult to read, but she saw a narrowing of his large eye. "Yes. We will confront the Kyne about this and he will face justice."

"Right after I beat his ass!" Chell added fiercely.

Meanwhile, GLaDOS and the androids arrived at the walls of Halfpeak, keeping themselves properly hidden from the cameras. There was a blind spot against the wall where the cameras could not see between a rocky surface and the humans positioned at guard posts could not see them either.

"Okay, we might not be human, but those guns can probably pack a wallop." Rick remarked.

"We will die if we attempt to move." Fact Core added.

GLaDOS quickly worked on typing on a small handheld and Wheatley stared at her skeptically, leaning down to take a look. "What is that?" he asked. "No time for toys, luv; we need to get in there and save our human from their clutches!"

"The technology they are using is ideal for the job, but rather primitive." GLaDOS explained. "I am able to access the protocols of their security systems and they are capable of picking up organic lifeforms and technologically organic ones as well."

"Well we can't very well walk up to them, now can we?" Wheatley muttered, looking up toward the guards. "They don't look like regular old tossers, these guys."

GLaDOS smiled. "I think we can use a distraction."

"Really? Who's going to be dumb enough to do that?"

When Wheatley realized that all eyes were on him, he let out a huff of dismay. "Of course..."

The guards stationed pointed their weapons down at Wheatley when he approached, waving cautiously. "Uh, hello!" he greeted, attempting cheerfulness, "Nice to meet you! I'm Wheatley. I come from a place far away and I'm glad to see other humans!"

The men glanced at each other, confused and lowered their weapons slightly. GLaDOS made a face at Wheatley's attempts and led the androids toward a weakened area in the tall fence. "By all means, tell them everything..." she muttered with annoyance, "You know how _that_ thrills me..." She looked up at Rick and the others. "I want you to infiltrate this pitiful excuse for a domain and locate [Subject Name Here]. I will meet up with you again shortly."

Rick tilted his head curiously. "Where are you going?"

GLaDOS smiled. "I have an idea."

"Who are you?" one of the guards bellowed, leveling his weapon at Wheatley.

Wheatley stood there, trembling a little. His eyes wandered about and he tried to come up with an idea, wracking his natural programming for doing utterly stupid things. But then, he did come up with something and a smirk slithered onto his face. He looked up at the guards.

"So what are two lovely blokes like you doing out there alone anyway?" he asked.

The men stared at each other, features twisting like they had tasted something awful.

Meanwhile, Chell and Ben apporached Kyne's group and Johnny immediately noticed them. He moved with his weapon drawn, pushing it against Chell in a manner that looked like he was simply attempting to keep her from getting too close.

"Move out of my way!" she ordered.

Her anxiousness drew the attention of the crowd and they looked in her direction. Kyne noticed this as well and smiled calmly.

"You son of a bitch!" she spat, struggling against Johnny's strength. "Did you think you'd get away with it?"

Kyne chuckled gently and looked at the mildly concerned group. "And it is these kind of people that Freeman allows into our circle," he told them. "Wild, untamed savages who question our very way of life. Why, who's to say that he may very well bring in Missionaries to our doors? Maybe even the Combine themselves!"

Ben looked back when William approached the scene. "What is the meaning of this, Elliot?" he demanded.

Kyne smiled at him. "Time for a change...Freeman."

"What?" William demanded. "What are you talking about?"

"I'm talking about a change in Halfpeak, Mister Freeman." Kyne told him. "A change that humanity desperately needs."

Kyne reached behind him and removed a pistol, taking a shot in William's chest. William doubled over and Chell watched him fall with horror on her face. Johnny just laughed at the sight and the people around them looked just as stunned. Chell wrenched from Johnny's grasb and bent down, attempting to stop the flow of blood.

"You'll be okay!" she told him. "It went right through. We need to stop your bleeding!"

Kyne chuckled and shook his head. "No. I'm afraid he won't be." he said, pointing the pistol down at her now. "And neither will you."

Chell glared at him defiantly and awaited her death, but a voice from the crowd stopped him.

"Kyne! Look!"

All heads turned and noticed GLaDOS walking up the road. She was alone. Chell's eyes widened in shock and the AI smiled at her, meeting her gaze before turning attention to the humans. Several of them looked stunned to see her while Kyne seemed particularly annoyed.

"Who the hell are you supposed to be?" he snapped.

GLaDOS chuckled softly. "I'm just your little supercomputer going for a walk." she drawled. "I came across the mines that you so generously kept boarded up by the way."

Kyne's eyes widened somewhat.

"Yes. I found your test tube babies too. Oh! The humans didn't know about that, did they?" GLaDOS continued, watching the confused, wary looks on the faces of the humans surrounding Kyne. "So primitive, but I think they do the job rather nicely."

"What job?" Kyne snapped, clenching his teeth.

"Why, killing you, of course." GLaDOS smirked.

Behind her, shapes surged from the houses with a chorus of horrific shrieks - the same creatures that had attacked the two Missionaries in the abandoned down. They raced passed her, going straight for the now screaming humans.

O

Among the chaos, Chell was dragging William to the safety of his home with the help of Ben and met up with Alyx, Dana and Melissa.

"Oh God, what happened to him?!" Melissa cried.

"It was...Kyne..." William groaned, hissing through clenched teeth. "That bastard..."

Alyx quickly hurried to take him to the kitchen. "Ben, I need to medical kit, hurry! Put William on the counter!"

Ben moved to retrieve the item in question while Chell helped the other women guide William onto the counter top. He winced somewhat in pain and Dana looked up at Chell with fear in her gaze. The former test subject returned the stare.

"He should be okay." she told them.

While they worked on tending to William's wound, GLaDOS rushed into the building and Melissa drew her pistol, pointing it at the AI. Chell held up a hand. "Wait!"

The humans stared at her incredulously.

While Ben worked on William, Chell stared at GLaDOS and her gaze hardened somewhat. "How'd you find me?" she asked.

GLaDOS smiled. "It wasn't hard. I just had to follow the footprint indentations."

Chell rolled her eyes with a scoff.

GLaDOS' smile disappeared and she grabbed Chell's hand. "Come on. We need to get out of here." she told her. "Those creatures will keep the humans distracted, but they won't be forever. I have a vehicle proper for transport down the road a few - "

"Wait!" Chell snapped. "Why in the hell should I go with you anyway? You kicked ME out."

GLaDOS glared at her. "I had my reasons."

"Well now's a good enough time as any to explain them to me!"

"Now is definitely NOT a good time!"

While the two were arguing, they had almost forgotten about the humans and Vortigaunt watching them. The interaction was particularly interesting to Alyx, who managed a small smile as if she actually understood what was going on between them.

"...and how do I know things will be different then?" Chell hissed at the AI. "Why would I go back with you?"

GLaDOS regarded her emotionlessly for a long time before she spoke quietly. "Because you could never find a human being who you could be yourself with."

Chell's features were of shock and for once, she did not argue with the AI.

"You can come with me, back to Aperture," GLaDOS continued calmly. "You can return to me and live or you can stay here and die amongst strangers and enemies. That choice is yours...Chell."

The sound of her name on the lips of the artificial woman made a shudder run through Chell's very body.

"Still, coming all this way for nothing wouldn't exactly please me, so perhaps you should go before the big one finds us." GLaDOS quipped.

Alyx looked worried now. "Big one?" she asked. "What big one?"

Suddenly, there was a sound of splintering wood and everyone stepped out of the kitchen to find Space with his head rammed through it, grinning a goofy grin. "SPACE!" he cried happily.

"There's a KNOB, mate." Wheatley snapped.

He stepped inside and the other androids followed behind him. Chell was amazed to see the cores she had last seen in spherical bodies now in humanoid forms. Atlas and P-Body uttered delighted chirps and squeezed Chell in a ridiculously tight hug.

"Uh, look, I hate to break up the sewing circle," Melissa said, "But we need to get a grip on this situation right now!"

Rick flashed a grin. "Get me a gun and I'll show all those creatures what ol' Rick can do!"

Melissa glanced at Chell. "Who's this guy?"

"He's Adventure." Chell replied.

Melissa rolled her eyes. "That's what they all say." She moved to a closet beside them and removed a shotgun. She pushed her way passed Rick and moved to the front door. "Stay out of the way princess and let the women take care of this."

Rick and the others watched her go in disbelief.

"That's my girl..." William groaned, snickering weakly.

Rick tilted his head and watched as Melissa raced outside, shooting at the creatures that GLaDOS had unleashed with a powerful, war scream. "Huh. I think I'm in love." he said.

GLaDOS stared at him skeptically.

O

GLaDOS led the humans and Ben through the chaos of gunfire and the creatures. William was being helped along with Alyx cradling his arm over her shoulder. For an older woman, she could still move with great speed and agility as they dodged weapon fire and debris.

"We need to get out of here!" William shouted. "Where's Melissa?"

They heard Melissa letting out a ridiculous war cry when she delivered a swift crack to one of the creatures' heads with her weapon. Rick laughed with glee.

"Fight the good fight, precious!" he cried.

"YOU!"

Everyone turned as Kyne staggered up to them. His left arm was soaked in blood and burns that seemed to have come from intense heat. His face was seared on the left side to the point that it looked like a terrible, fleshy skull. Chell was frightfully reminded of Cave when Kyne raised a weapon in his hand that looked reminiscent of the Portal Device that she was familiar with. But this was more rectangular in appearance and bands of gold energy danced within it.

"I've worked too hard to have you ruin this!" Kyne roared. "So much work! I will not have you throw that away!"

GLaDOS stepped between Kyne and Chell, but then, they looked beyond the scientist and their eyes widened. A massive shadow fell over them and Kyne's eyes narrowed before he looked over his shoulder. A towering creature loomed over them, blue in color with a thick carapace where chains and mounts had been fused now dangled uselessly. It had a single yellow eye in its flat, toothy head and two massive pincers. It also had a pair of vestifial legs below the trunk.

"What is that thing? What is that thing?" Wheatley stammered in fright, "Hey that thing is moving. I don't like big, moving things that are moving towards me!"

"RUN!" Alyx shouted.

They didn't need further persuasion and fled. Kyne simply watched them go before staring up at the creature. It's yellow eye flashed to red, regarding the very being responsible for its imprisonment and raised its pincers, opening them.

Kyne closed his eyes moments before his body was completely seared by the heat that blasted out of the creature's pincers.

The androids rushed toward the main gate and Chell stopped when she noticed Johnny's torso lying against the doors as if he had attempted it. She smirked coldly and pushed the carcass aside.

"Where's the rest of you, asshole?" she sneered.

"We're trapped." Fact Core said. "Trapped like rats. Small little rats with no hair."

Ben shook his head. "The Freeman has the pass-codes to the door."

William nodded and winced, struggling to right himself as he staggered toward a console near the doors. "It...will just take a second." he said.

GLaDOS stared back, noticing the giant creature moving slowly toward them. "Make it fast!" she commanded. "I've finally discovered something much more fat that the lunatic here and equally as deadly. I do not want to die a third time!"

Wheatley attempted to dig at the ground with his hands. "If only we had a spoon we could dig our way out!"

Melissa rolled her eyes. "Real good. If we had a bar of soap we could carve ourselves a gun and shoot our way out."

"Almost..." William grunted.

The enormous creature continued moving forward and its attention was drawn to the androids and humans. Its yellow eye flashed red and it moved slowly toward them. Chell gritted her teeth and her eyes widened.

"Oh, you've got to be kidding me!" she groaned.

William smiled triumphantly. "It's open!"

The doors slowly began to creak open and they hurried to squeeze through them. The creature raised its pincers and unleashed two jets of scorching air in their direction. Space was the last one out before GLaDOS grabbed him, yanking him out through the doors and to a safe corner before the air could scorch him completely. They made their way further from Halfpeak, listening to the dying screams and monstrous roars slowly fade behind them.

Dana looked over her shoulder and she stopped running. The others stopped and looked back at her when she wasn't following. "We need to help them!" she cried, gesturing behind her.

"They're as good as dead." GLaDOS told her without a semblance of pity. "The best thing you can do is save yourself. We're returning to Aperture. And by we, I mean Chell and my machines."

Chell shook her head. "Let them come with us."

"WHAT?!" GLaDOS stared at her in disbelief.

Rick grinned at Melissa, eying her up and down. "Hell yeah."

"No." GLaDOS snapped, "One human is too much as it is."

Chell glared at her now. "Oh, is that how you think of me?"

"In case you haven't noticed, I have a horrible tendency to KILL humans! How do I know they won't do the same?"

"You've pretty much destroyed their home, so I think it's fair!"

"There's that word again!"

Rick grinned at a perplexed William. "Don't worry. They do this a lot," he told the man with a chuckle. "I call it a good ol' fashioned lover's quarrel."

William's eyes widened. "A good old fashioned WHAT now?"

Dana shook her head at the argument between the two women. Wheatley was standing beside her and leaned to the side. "Sometimes I wonder about them myself, but she's - " He gestured to Chell. " - a pretty good person. Too good for that maniac anyway."

Dana glanced up at him curiously. "What about you?"

Wheatley shrugged his shoulders. "I'm not really a big deal." he replied, waving it off with a chuckle.

Dana smiled. "I bet that's not true."

"Really? You think so?"

"Yeah." She took his hand. "Maybe you can tell me more on the way?"

A broad grin touched Wheatley's face. "I can?"

Dana giggled and the two started forward. Wheatley could do nothing but grin widely back at Chell, delight on his face. Chell just nodded her head in approval and looked at GLaDOS expectantly. The AI watched the 'moron' depart first with Rick and Melissa following and exhaled with annoyance.

O

"Federal regulations require me to inform you that although there have been accounts of death here, the Enrichment Center believes that happiness amongst companions may quell any thoughts of murder toward the empirically amazing scientific construct."

Chell was amused by the stunned looks from the humans as they observed the entire facility.

"So..." Rick began, eying Melissa with a grin on his face. "Want the grand tour by your ol' buddy Rick?"

Melissa smirked at him. "I think I can handle it."

Chell looked at them. "Can you guys give GLaDOS and me some time alone for a minute?"

They departed without so much as a single bit of hesitation, but it was Alyx who lingered and walked over to GLaDOS. The AI frowned down at her impatiently before the human took her hand and shook it slowly. GLaDOS seemed confused by this gesture.

"Thank you, GLaDOS." Alyx said, with a smile.

The AI seemed baffled, watching Alyx depart.

Chell sighed and it made GLaDOS focus attention on her.

"Talk to me." Chell said. "Tell me why you went through all this trouble."

GLaDOS closed her eyes briefly before she finally nodded. "Do you remember when you tested during my second awakening? How I had mentioned you had only so long to live?" When Chell nodded, the AI watched realization lit her face and smiled sadly. "The gears turn..."

"You're smart, GLaDOS," Chell said, approaching her and placing her arms around the android, "Smarter than anyone I've ever known. You could come up with something sometime and we can cross that bridge when we get to it."

The AI stared at her. "And you'd want to continue doing that then... the testing, I mean."

Chell smiled at her and realized it had become more true now that she admitted it. "Yeah."

GLaDOS smiled now. "You're still always going to be a lunatic."

"And you a bossy little know-it-all."

GLaDOS chuckled and held Chell closer.

"Admit it, I was right." The human said after a while. "You missed me."

"I'll admit that the absence of my fat little test subject has been quite complicating on many testing accounts, but I will not admit that you were right."

"You just did."

GLaDOS rolled her eyes, but a fond smile lit her lips. "I suppose I did."


	30. End

~~0~~

**End**

_Several months later_

The presence of Aperture Approved Holiday Ornaments certainly made the facility look much more festive.

Even the turrets had been painted for Christmas and one had a little red nose that actually flashed. Chell was amused by the sight and walked to GLaDOS' chamber, finding the AI speaking with Jack and the scrawny android smiled brightly when he saw the human. GLaDOS caught his look and glanced back at her.

"I've refused to allow my chamber to be cluttered with tinsel, various colorful ornaments or the cake of fruit." she snapped, looking more annoyed than anything else.

"It's the holidays, GLaDOS," Chell said, chuckling.

"Hmm..." GLaDOS muttered. She turned her attention to her monitors. "I see the moron has ceased his pursuit of you now that he's found his own human."

Chell nodded and observed Wheatley and Dana, talking together in the corridors. He did look genuinely thrilled to be with her. On another monitor, Rick was engaging in a testing chamber with Melissa, who seemed quite happy to be testing at all. This had actually pleased GLaDOS when Melissa informed her that testing was a great way to stay in shape. She had been more than happy to do it without complaint. That was a rarity that GLaDOS appreciated, but wouldn't have admitted to the younger human female.

When Chell had first returned, GLaDOS had been more content to spend time "testing" together with her in her room. Chell certainly didn't complain, but she did have explaining to do with the others. William hadn't been quite as understanding at first given the fact that his daughters seemed fond of machines rather than humans. But when he began to see that they were truly happy, he couldn't find any reason to argue with it.

Of course, being in closer proximity with Ben and Alyx made Chell realize that Alyx cared more for the Vortigaunt than she made out. When her husband had passed on, Ben had been there to offer comfort and apparently as the months went by, much more. Apparently, it was also something that had to be kept on the low when she was living in Halfpeak because Ben wasn't exactly welcome there by some of the humans given the memory of the Combine that seemed to carry with him.

Chell didn't press on the subject.

"Merry Christmas, GLaDOS." the human said, wrapping her arms around the AI's waist.

GLaDOS rolled her eyes with a small smile. "Don't get so romantic on me. I just washed myself today and there is a frightfully-sized cookie chunk in your cleavage getting crumbs on my back."

Chell stared down and noticed that she had dropped a cookie in between her breasts by accident. "Oh. I didn't even see that."

"Because you eat your food entirely too fast, fatty." GLaDOS reached and plucked the cookie from Chell's singlet. "Allow me."

Chell just chuckled and shook her head.

While GLaDOS deposited the cookie remnants into the Incinerator, Chell took a moment to observe the AI in all her glory. It still took some time for her to deal with the fact that they weren't out to kill each other anymore and became more than just friends in the span of a year.

Things certainly had changed and they wouldn't go back to the way it was.

Not that they even could.

"Now then...once the celebration of this pointless holiday involving gift giving is over, perhaps you can return to work." GLaDOS suggested. "I have a gift for you as well, though I'm not sure you deserve it after that little trick you pulled the previous evening."

Chell laughed and approached, wrapping her arms around her. "You're just upset because I managed to get you on your back with that move."

"No." GLaDOS argued, pursing her lips with irritation. "You cheated. As I recall, humans don't play those sorts of games during mating."

"Then you're watching the wrong porn."

"Purely for research!"

Chell laughed and leaned against GLaDOS, placing a kiss on her chin. "Okay, fair enough. Whatever this gift is, I'm sure I'll like it."

"You'd better. It's in your room."

Chell gave the AI a kiss on the cheek before departing. It was a gesture that made GLaDOS smile.

- _Look at you. You're happy. Admit it! - _Caroline gushed, delighted with the AI's change in behavior.

She was. No use lying to herself.

If only they could see her now, how much she'd changed.

O

GLaDOS found Chell in her room, reaching for her "gift"; a folder that had been damaged, but still contained the proper files that she knew the human desperately needed. Chell looked up at her when GLaDOS entered and the AI nodded her head.

"It's the file on your parents." she explained.

Chell smiled with amazement. "Where was it?"

"It was difficult, but I found it stashed away in Old Aperture. The details aren't important. What IS important is that your chubby little mind is satisfied and we can move on."

Chell was touched by the gift, but made an effort not to embarrass the AI with her gushing of it. "Thank you." she replied. Then, she paused and watched GLaDOS' smile and arched an eyebrow skeptically. "You've already read it, haven't you?"

"Naturally. What did you expect? I'm Aperture's well-constructed busy-body." GLaDOS said, with a tease in her tone.

Chell didn't mind it, actually.

Now she was going to understand exactly who her parents were.

Much later, above the facility were the androids, Ben and the humans sitting together and watching the stars above while GLaDOS and Chell had time to themselves.

"It's beautiful, huh?" William said.

P-Body chirped and nodded in agreement.

Then, Jack started making crying sounds and Alyx patted his back. "Why are you crying, sweetie?" she asked.

Jack smiled brightly. "It now has friends."

Rick chuckled softly. "Yeah, you sure do, huh?" he said. "And ol' Rick has a lady friend to wake up to every morning." He put his arm around Melissa and she smiled, leaning against his chest. "And you know what would make this a happy ending? A big ol' kiss for Rick!"

Melissa chuckled and raised her hand to his face. "Hey, slow down, cowboy. We got the rest of our lives yet."

"True. True." Wheatley agreed.

It was silent for a long time.

"How long is that, anyway?" Jack questioned.

"A long time." Wheatley finally answered after a while.

O

_Well, it's done. I felt like I rushed the ending a little. Why? Well, I've had many requests recently of fics to do, but there are a few I REALLY wanted to start on and didn't want to have too many at once I had to work on. So there you go. It's done. _


End file.
